As filed with the Securities and Exchange Commission on August 27, 2019

1933 Act Registration No. 033-87762

1940 Act Registration No. 811-08918

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933   
Pre-Effective Amendment No.   
Post-Effective Amendment No. 88   

and/or

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940     
Amendment No. 89     

 

 

HC Capital Trust

(Exact Name of Registrant as Specified in Charter)

 

 

Five Tower Bridge, 300 Barr Harbor, 5th Floor

West Conshohocken, PA 19428-2970

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: 610-828-7200

 

 

Copies of communications to:

 

Michael P. O’Hare, Partner

Stradley Ronon Stevens & Young, LLP

2005 Market Street, Suite 2600

Philadelphia, PA 19103-7018

  

(With Copy To):

Marguerite C. Bateman, Partner

Schiff Hardin LLP

901 K Street NW

Suite 700

Washington, DC 20001

(Name and Address of Agent for Service)

 

 

It is proposed that this filing will become effective (check appropriate box):

 

 

Immediately upon filing pursuant to paragraph (b)

 

On ( date) pursuant to paragraph (b)

 

60 days after filing pursuant to paragraph (a) (1)

 

On November 1, 2019 pursuant to paragraph (a) (1)

 

75 days after filing pursuant to paragraph (a) (2)

 

On (date) pursuant to paragraph (a) (2) of Rule 485.

If appropriate, check the following box:

 

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 


LOGO

Prospectus

 

     Ticker Symbol  

The Value Equity Portfolio

     HCVPX  

The Institutional Value Equity Portfolio

     HCEIX  

The Growth Equity Portfolio

     HCGWX  

The Institutional Growth Equity Portfolio

     HCIWX  

The Small Capitalization – Mid Capitalization Equity Portfolio

     HCSAX  

The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

     HCISX  

The Real Estate Securities Portfolio

     HCRSX  

The Commodity Returns Strategy Portfolio

     HCCAX  

The ESG Growth Portfolio

     HCSGX  

The Catholic SRI Growth Portfolio

     HCSVX  

The International Equity Portfolio

     HCIAX  

The Institutional International Equity Portfolio

     HCITX  

The Emerging Markets Portfolio

     HCEPX  

The Core Fixed Income Portfolio

     HCFNX  

The Fixed Income Opportunity Portfolio

     HCFOX  

The U.S. Government Fixed Income Securities Portfolio

     HCUAX  

The Inflation Protected Securities Portfolio

     HCPAX  

The U.S. Corporate Fixed Income Securities Portfolio

     HCXAX  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

     HCAAX  

The Short-Term Municipal Bond Portfolio

     HCSTX  

The Intermediate Term Municipal Bond Portfolio

     HCIBX  

The Intermediate Term Municipal Bond II Portfolio

     HCBAX  

HC Advisors Shares

November 1, 2019

The Securities and Exchange Commission

and the Commodity Futures Trading Commission have not approved or disapproved the shares described

in this Prospectus or determined whether this Prospectus is accurate or complete.

Any representation to the contrary is a criminal offense.

Mutual Funds are:

NOT FDIC INSURED

 

May Lose Value

   No Bank Guarantee


Table of Contents

 

 

 

Summary Section

  

The Equity Portfolios

  

The Value Equity Portfolio

     3  

The Institutional Value Equity Portfolio

     9  

The Growth Equity Portfolio

     16  

The Institutional Growth Equity Portfolio

     23  

The Small Capitalization – Mid Capitalization Equity Portfolio

     30  

The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

     36  

The Real Estate Securities Portfolio

     42  

The Commodity Returns Strategy Portfolio

     50  

The ESG Growth Portfolio

     58  

The Catholic SRI Growth Portfolio

     64  

The International Equity Portfolio

     70  

The Institutional International Equity Portfolio

     75  

The Emerging Markets Portfolio

     81  

The Income Portfolios

  

The Core Fixed Income Portfolio

     87  

The Fixed Income Opportunity Portfolio

     94  

The U.S. Government Fixed Income Securities Portfolio

     101  

The Inflation Protected Securities Portfolio

     105  

The U.S. Corporate Fixed Income Securities Portfolio

     110  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

     115  

The Short-Term Municipal Bond Portfolio

     120  

The Intermediate Term Municipal Bond Portfolio

     125  

The Intermediate Term Municipal Bond II Portfolio

     130  

Summary of Other Important Information Regarding Portfolio Shares

     135  

More Information About Fund Investments and Risks

     136  

Disclosure of Portfolio Holdings

     185  

Additional Information

  

Fund Management

     186  

Shareholder Information: Purchases and Redemptions

     190  

Shareholder Reports and Inquiries

     193  

Dividends and Distributions

     193  

Federal Taxes

     193  

Financial Highlights

     197  

Specialist Manager Guide

     202  

For More Information

     Back Cover  


The Value Equity Portfolio

 

Investment Objective

The investment objective of The Value Equity Portfolio is to provide total return consisting of capital appreciation and current income.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses*

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.13 ]% 

Distribution and/or Service (12b-1) Fees

     [0.25 ]% 

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.45 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [46

3 Years

   $ [144

5 Years

   $ [252

10 Years

   $ [567
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 73.55]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest up to 20% of the total assets of the actively managed portion of the Portfolio in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including Exchange-Traded Funds (“ETFs”) that invest in equity securities. The Portfolio may also invest in option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

3


The Value Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one investment subadviser (“Specialist Manager”). The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

4


The Value Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Value Investing Risk – An investment in the Portfolio cannot assure moderation of investment risk. There is no guarantee that a value stock is, in fact, undervalued, or that the market will ever recognize its true value.

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

5


The Value Equity Portfolio (continued)

 

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an

   

underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

6


The Value Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Value Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 14.59%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2013        13.00

Worst quarter:

     3rd Qtr. 2011        -17.06

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Value Equity Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -8.51     6.46     11.52

– After Taxes on Distributions

     -10.31     4.93     10.37

– After Taxes on Distributions and Sale of Portfolio Shares

     -3.72     4.93     9.36

Russell 1000® Value Index (reflects no deduction for fees, expenses or taxes)

     -8.27     5.95     11.68

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

7


The Value Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015. Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

8


The Institutional Value Equity Portfolio

 

Investment Objective

The investment objective of The Institutional Value Equity Portfolio is to provide total return consisting of capital appreciation and current income.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses*

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.12 ]% 

Distribution and/or Service (12b-1) Fees

     [0.25 ]% 

Other Expenses

     [0.07 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.46 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [47

3 Years

   $ [148

5 Years

   $ [258

10 Years

   $ [579
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 39.29]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use option or futures contracts in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

9


The Institutional Value Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

10


The Institutional Value Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Value Investing Risk – An investment in the Portfolio cannot assure moderation of investment risk. There is no guarantee that a value stock is, in fact, undervalued, or that the market will ever recognize its true value.

 

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

11


The Institutional Value Equity Portfolio (continued)

 

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of

   

securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or

 

 

12


The Institutional Value Equity Portfolio (continued)

 

 

 

forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

13


The Institutional Value Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Value Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 12.85%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2013        13.08

Worst quarter:

     3rd Qtr. 2011        -16.85

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Institutional Value Equity Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -8.39     6.35     11.64

– After Taxes on Distributions

     -10.76     3.29     8.80

– After Taxes on Distributions and Sale of Portfolio Shares

     -3.66     4.36     8.89

Russell 1000® Value Index (reflects no deduction for fees, expenses or taxes)

     -8.27     5.95     11.68

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

14


The Institutional Value Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Pacific Investment Management Company LLC (“PIMCO”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (RAFI US Multifactor Strategy): Thomas Seto, Head of Investment Management at Parametric, has managed the portion of the Portfolio allocated to PIMCO’s RAFI US Multifactor Strategy since December, 2018. PIMCO supervises Parametric’s trading execution services in implementing the RAFI US Multifactor Strategy.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

PIMCO: Mohsen Fahmi has managed the portion of the Portfolio allocated to PIMCO since July, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

15


The Growth Equity Portfolio

 

Investment Objective

The investment objective of The Growth Equity Portfolio is to provide capital appreciation, with income as a secondary consideration.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses*

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.18 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.50 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [51

3 Years

   $ [160

5 Years

   $ [280

10 Years

   $ [628
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 41.31]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest up to 20% of the total assets of the actively managed portion of the Portfolio in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

16


The Growth Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

17


The Growth Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Growth Investing Risk – An investment in growth stocks may be susceptible to rapid price swings, especially during periods of economic uncertainty. Growth stocks typically have little or no dividend income to cushion the effect of adverse market conditions. In

   

addition, growth stocks may be particularly volatile in the event of earnings disappointments or other financial difficulties experienced by the issuer.

 

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market

 

 

18


The Growth Equity Portfolio (continued)

 

 

 

practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may

 

expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may

 

 

19


The Growth Equity Portfolio (continued)

 

 

 

not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

20


The Growth Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Growth Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 15.53%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2012        15.13

Worst quarter:

     4th Qtr. 2018        -14.54

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Growth Equity Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -0.36     10.21     14.74

– After Taxes on Distributions

     -2.05     7.95     13.26

– After Taxes on Distributions and Sale of Portfolio Shares

     1.04     7.77     12.09

Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)

     -1.51     10.40     15.03

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

21


The Growth Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Jennison Associates LLC (“Jennison”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Jennison: Kathleen A. McCarragher has managed that portion of the Portfolio allocated to Jennison since January, 2005. Blair Boyer, Rebecca Irwin, and Natasha Kuhlkin, CFA have co-managed that portion of the Portfolio allocated to Jennison since June 2019.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July, 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

22


The Institutional Growth Equity Portfolio

 

Investment Objective

The investment objective of The Institutional Growth Equity Portfolio is to provide capital appreciation, with income as a secondary consideration.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses*

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.17 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.49 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [50

3 Years

   $ [157

5 Years

   $ [274

10 Years

   $ [616
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 69.93]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest up to 20% of the total assets of the actively managed portion of the Portfolio in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Institutional Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use option or futures contracts in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

23


The Institutional Growth Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

24


The Institutional Growth Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Growth Investing Risk – An investment in growth stocks may be susceptible to rapid price swings, especially during periods of economic uncertainty.

   

Growth stocks typically have little or no dividend income to cushion the effect of adverse market conditions. In addition, growth stocks may be particularly volatile in the event of earnings disappointments or other financial difficulties experienced by the issuer.

 

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S.

 

 

25


The Institutional Growth Equity Portfolio (continued)

 

 

 

and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility

 

and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market

 

 

26


The Institutional Growth Equity Portfolio (continued)

 

 

 

or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an

   

investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

27


The Institutional Growth Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Growth Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 15.19%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2012        15.28

Worst quarter:

     4th Qtr. 2018        -14.13

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Institutional Growth Equity Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -0.42     10.34     14.86

– After Taxes on Distributions

     -2.54     7.68     12.53

– After Taxes on Distributions and Sale of Portfolio Shares

     1.26     7.73     11.92

Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)

     -1.51     10.40     15.03

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

28


The Institutional Growth Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Jennison Associates LLC (“Jennison”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Pacific Investment Management Company LLC (“PIMCO”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Jennison: Kathleen A. McCarragher has managed the portion of the Portfolio allocated to Jennison since August, 2008. Blair Boyer, Rebecca Irwin, and Natasha Kuhlkin, CFA have co-managed that portion of the Portfolio allocated to Jennison since June 2019.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July, 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (RAFI US Multifactor Strategy): Thomas Seto, Head of Investment Management at Parametric, has managed the portion of the Portfolio allocated to PIMCO’s RAFI US Multifactor Strategy since December, 2018. PIMCO supervises Parametric’s trading execution services in implementing the RAFI US Multifactor Strategy.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

PIMCO: Mohsen Fahmi has managed the portion of the Portfolio allocated to PIMCO since July, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

29


The Small Capitalization – Mid Capitalization Equity Portfolio

 

Investment Objective

The investment objective of The Small Capitalization-Mid Capitalization Equity Portfolio is to provide long-term capital appreciation.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses*

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.56 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.11 ]% 

Acquired Fund Fees and Expenses

     [0.03 ]% 

Total Annual Portfolio Operating Expenses

     [‘0.95 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [97

3 Years

   $ [303

5 Years

   $ [525

10 Years

   $ [1,166
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 79.39]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities of small- capitalization and mid-capitalization issuers. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio, a diversified investment company, is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of “small cap” and/or “mid cap” issuers. The Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. As of the date of this Prospectus, the market capitalization range of companies in the Russell 3000® Index that were classified as “Small” or “Medium” was between approximately $152.3 million and $35.5 billion.

 

30


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

31


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies

   

or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

 

32


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the

   

Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

33


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Small Capitalization-Mid Capitalization Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 14.68%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     4th Qtr. 2011        13.84

Worst quarter:

     3rd Qtr. 2011        -21.02

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Small Capitalization-Mid Capitalization Equity Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -9.60     4.13     11.39

– After Taxes on Distributions

     -11.85      3.59     11.00

– After Taxes on Distributions and Sale of Portfolio Shares

     -4.02     3.21     9.38

Russell 2000® Index (reflects no deduction for fees, expenses or taxes)

     -11.01     4.41     11.75

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

34


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Frontier Capital Management Company, LLC (“Frontier”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Frontier: Michael Cavarretta has managed the portion of the Portfolio allocated to Frontier since September, 1995. Andrew Bennett has managed the portion of the Portfolio allocated to Frontier since January 2014. Peter Kuechle has managed the portion of the Portfolio allocated to Frontier since April 2018.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

35


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

 

 

Investment Objective

The investment objective of The Institutional Small Capitalization-Mid Capitalization Equity Portfolio is to provide long-term capital appreciation.

 

Fees and Expenses

The fee table below describes the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.45 ]% 

Distribution and/or Service (12b-1) Fees

     [0.25 ]% 

Other Expenses

     [0.09 ]% 

Acquired Fund Fees and Expenses

     [0.01 ]% 

Total Annual Portfolio Operating Expenses

     [0.80 ]% 
*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [82

3 Years

   $ [255

5 Years

   $ [444

10 Years

   $ [990
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 52.75]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities of small-capitalization and mid-capitalization issuers. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio, a diversified investment company, is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of “small cap” and/or “mid cap” issuers. The Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. As of July 31, 2019, the market capitalization range of companies in the Russell 3000® Index that were classified as “Small” or “Medium” was between approximately $152.3 million and $35.5 billion.

 

36


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

37


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may

   

be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

 

38


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the

   

Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

39


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Small Capitalization-Mid Capitalization Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 15.91%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2012        14.85

Worst quarter:

     4th Qtr. 2018        -20.64

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -8.30     4.34     11.36

– After Taxes on Distributions

     -14.27     1.63     9.03

– After Taxes on Distributions and Sale of Portfolio Shares

     -1.66     3.17     9.05

Russell 2000® Index (reflects no deduction for fees, expenses or taxes)

     -11.01     [4.41     [11.75

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

40


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Frontier Capital Management Company, LLC (“Frontier”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Frontier: Michael Cavarretta has managed the portion of the Portfolio allocated to Frontier since August, 2008. Andrew Bennett has managed the portion of the Portfolio allocated to Frontier since January 2014. Peter Kuechle has managed the portion of the Portfolio allocated to Frontier since April 2018.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

41


The Real Estate Securities Portfolio

 

 

Investment Objective

The investment objective of The Real Estate Securities Portfolio is to provide total return consisting of both capital appreciation and current income.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.67]%  

Distribution and/or Service (12b-1) Fees

     0.25 %  

Other Expenses

     [0.08]%  

Acquired Fund Fees and Expenses

     [0.03]%  

Total Annual Portfolio Operating Expenses

     [1.03]%  

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [105

3 Years

   $ [328

5 Years

   $ [569

10 Years

   $ [1,259
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 48.08]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in a portfolio of equity and debt securities issued by U.S. and non-U.S. real estate-related companies. Companies known as real estate investment trusts (REITs) and other real estate operating companies whose value is derived from ownership, development and management of underlying real estate properties are considered to be real estate-related companies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio’s permissible investments include equity and equity-related securities of real estate-related companies, including common stock, preferred stock, convertible securities, warrants, options, depositary receipts and other similar equity equivalents. The Portfolio also may invest in fixed income securities, including debt securities, mortgage-backed securities and high yield debt (“junk bonds”). The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in securities issued by real estate-related companies. The Portfolio may also invest in companies which are located in emerging markets countries, as well as companies of any market capitalization.

Consistent with its investment style, the Portfolio’s Specialist Manager may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

42


The Real Estate Securities Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

43


The Real Estate Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

 

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

 

44


The Real Estate Securities Portfolio (continued)

 

 

   

Real Estate Investing Risk.

 

   

Real Estate Markets and REIT Risk – Investments in the Portfolio will be closely linked to the performance of the real estate markets. Property values may fall due to increasing vacancies or declining rents resulting from unanticipated economic, legal, cultural or technological developments. REIT prices may also fall because of the failure of borrowers to pay their loans and/or poor management. The value of real estate (and real estate securities) may also be affected by increases in property taxes and changes in tax laws and interest rates. The value of securities of companies that service the real estate industry may also be affected by such risks. To the extent that the Portfolio invests in REITs and real estate partnerships, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired REITs and real estate partnerships. Investments in REITs and real estate partnerships (if any) may cause a greater portion of the Portfolio’s distributions to be taxable as ordinary income.

 

   

Industry Concentration Risk – Because the Portfolio concentrates its investments in real estate securities, it may be subject to greater risks of loss as a result of economic, business or other developments than a fund representing a broader range of industries. The Portfolio may be subject to risks associated with direct ownership of real estate, such as changes in economic conditions, interest rates, availability of mortgage funds, property values, increases in property taxes and operating expenses, increased competition, environmental problems, changes in zoning laws and natural disasters.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general

   

economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of

 

 

45


The Real Estate Securities Portfolio (continued)

 

 

 

many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have

 

 

46


The Real Estate Securities Portfolio (continued)

 

 

 

to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

47


The Real Estate Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Real Estate Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010 through December 31, 2012. Because the Portfolio’s HC Advisors Shares were redeemed in full on May 5, 2013 and no shares of the Portfolio’s HC Advisors Shares have since been sold, no performance information for 2013, 2014, 2015, 2016, 2017 and 2018 is shown in the bar chart (as the Portfolio was not active for a full calendar year in any of those years) or for the period from January 1, 2018 through September 30, 2018. The performance table shows the average annual total returns for the since inception period ended December 31, 2013 based on the actual one-year return and since inception annualized return calculated at April 30, 2013 and do not reflect the period of time when sales of shares and operations for the Portfolio’s HC Advisors Shares were active from May 1, 2013 through May 5, 2013. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index and includes index performance during the period when the Portfolio’s HC Advisors Shares were inactive. Accordingly, the Portfolio’s performance in the bar chart and table may not be comparable to the performance of other mutual funds. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30. No performance information is shown for 2013, 2014, 2015, 2016, 2017 and 2018 calendar years and for the period from January 1, 2019 through September 30, 2019 because the HC Advisors Shares of the Portfolio were inactive for each of those periods.

 

Best quarter:

     4th Qtr. 2011        15.07

Worst quarter:

     3rd Qtr. 2011        -14.48

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

Average Annual Total Returns

(for the periods ended 12/31/18*)

 

     One
Year
     Five
Year
     Since
July 6,
2010
 

The Real Estate Securities Portfolio

        

HC Advisors Shares

        

– Before Taxes

     N/A        N/A        23.07 %** 

– After Taxes on Distributions

     N/A        N/A        16.71 %** 

– After Taxes on Distributions and Sale of Portfolio Shares

     N/A        N/A        18.77 %** 

Dow-Jones US Select Real Estate Securities Index (reflects no deduction for fees, expenses or taxes)

     N/A        N/A        16.10 %** 

Dow-Jones US Select Real Estate Securities Index (periods ended April 30, 2013)

     N/A        N/A        24.64 %** 

 

*

HC Advisors Shares’ returns are calculated at April 30, 2013 and do not reflect the period when the Portfolio was active from May 1, 2013 through May 5, 2013. No performance information is shown for the HC Advisors Shares’ and the Index’s one- and five-year returns shown in the table because the Portfolio was inactive for the 2018 calendar year. Index return since inception excludes performance during the period when the Portfolio’s HC Advisors Shares were inactive.

**

Represents annualized return from July 6, 2010 through April 30, 2013.

 

 

48


The Real Estate Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Wellington Management Company LLP (“Wellington Management”) are the Specialist Managers for the Portfolio.

Portfolio Manager:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Wellington Management: Bradford D. Stoesser has managed the portion of the Portfolio allocated to Wellington Management since September 2010.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

49


The Commodity Returns Strategy Portfolio

 

 

Investment Objective

The investment objective of The Commodity Returns Strategy Portfolio is to provide capital appreciation.

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.29 ]% 

Distribution (12b-1) Fees

     0.25

Other Expenses

     [0.11 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.67 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [68

3 Years

   $ [214

5 Years

   $ [373

10 Years

   $ [835
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 14.57]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily in a diversified portfolio of commodity-related investments including securities issued by companies in commodity-related industries, commodity-linked structured notes (derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices) and other similar derivative instruments, investment vehicles that invest in commodities and commodity-related instruments. Securities of companies in commodities-related industries may include common stocks, depositary receipts, preferred securities, rights to subscribe for or purchase any such securities, warrants, convertible securities and other equity and commodity-linked securities issued by such companies. For this purpose, commodities are assets that have tangible properties, such as oil, metal and agricultural products. Commodity-related industries include, but are not limited to: (i) those directly engaged in the production of commodities, such as minerals, metals, agricultural commodities, chemicals, pulp and paper, building materials, oil and gas, other energy or natural resources, and (ii) companies that provide services to commodity producers. The Portfolio considers a company to be in a commodity-related industry if, as determined by the relevant Specialist Manager, at least 50% of the company’s assets, revenues or net income are derived from, or related to, such activities. The Portfolio will invest more than 25% of its assets in securities issued by companies in commodity-related industries. The Portfolio may invest without limitation in foreign securities, including securities issued by companies in emerging markets. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies and to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in commodity-related investments. The Portfolio also intends to gain exposure to commodity markets by investing a portion of its assets in two wholly-owned subsidiaries organized under the laws of the Cayman Islands (the “Subsidiaries”). The Subsidiaries may invest without limitation in commodity-linked derivative instruments, such as swaps, futures and options. The Portfolio may invest in commodity swap, interest rate swap, variance swap and total return swap agreements and the Portfolio maintains

 

50


The Commodity Returns Strategy Portfolio (continued)

 

 

liquid assets sufficient to cover the full notional value of any such swap positions. The Subsidiaries may also invest in debt securities, some of which are intended to serve as margin or collateral for the Subsidiaries’ derivatives positions, and other investment vehicles that invest in commodities and commodity-related instruments. The Subsidiaries are managed by the same Specialist Managers that advise the Portfolio.

The Portfolio may invest in equity and fixed income securities and may invest in companies of any market capitalization. Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that the Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

51


The Commodity Returns Strategy Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid

   

and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Commodity-Related Investing Risks. Investment in commodity-related securities involves the following risks:

 

   

Commodity-Related Securities Risk – The securities of companies in commodity-related industries may underperform the stock market as a whole. The stock prices of such companies may also experience greater price volatility than other types of common stocks. Securities issued by companies in commodity-related industries are sensitive to changes in the supply and demand for, and thus the prices of, commodities. Additionally, the values of securities issued by commodity-related companies may be affected by factors affecting a particular industry or commodity.

 

   

Commodity-Related Investment Risk – Exposure to the commodities markets may subject the Portfolio to greater volatility than investments in traditional

 

 

52


The Commodity Returns Strategy Portfolio (continued)

 

 

 

securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, interest rate changes or events affecting a particular commodity or industry, such as political instability or conflict, international economic and regulatory developments, embargoes and tariffs, and drought, floods and other weather-related events.

 

   

Industry Concentration Risk – The Portfolio concentrates its investments in commodity-related industries. The focus of the Portfolio on a specific group of related industries my present more risks than if the Portfolio were more broadly diversified over numerous unrelated industries. A downturn in commodity-related industries would have a larger impact on the Portfolio than on an investment company that does not concentrate in such industries. At times, the performance of the Portfolio’s investments in commodity-related industries may lag the performance of other industries or the broader market as a whole.

 

   

Subsidiary Risk – The commodity-related instruments held by the Subsidiaries are subject to the same risks that apply to similar investments if held directly by the Portfolio (see “Commodities Related Investment Risk” above). The Subsidiaries are not registered under the Investment Company Act and are not subject to all of the requirements and protections of that Act. However, the Portfolio wholly owns and controls the Subsidiaries, and the Board of Trustees has responsibility for overseeing the investment activities of the Portfolio, including its investment in the Subsidiaries. Changes in the laws of the United States and/or the Cayman Islands could adversely affect the Subsidiaries and/or the Portfolio.

 

   

Commodity-Related Investment Tax Risk – The tax treatment of commodity-linked derivative instruments may be adversely affected by changes in legislation, regulations or other legally binding authority. If, as a result of any such adverse action, the income of the Portfolio from certain commodity-linked derivatives was treated as non-qualifying income, the Portfolio might fail to qualify as a regulated investment company and/or be subject to federal income tax at the Portfolio level. Should the Internal Revenue Service (“IRS”) issue guidance, or Congress enact legislation, that adversely affects the tax treatment of commodity-linked notes or the Subsidiaries, it could, among other consequences, limit the Portfolio’s ability to pursue its investment strategy. For example, in September, 2016, the IRS released guidance stating that it would no longer issue rulings on any matter relating to the treatment of an entity

   

as a Regulated Investment Company (“RIC”) if the matter would require a determination of whether a financial instrument or position is a security under the 1940 Act. To date, the Portfolio has not invested in any commodity-linked notes or other commodity-linked derivatives at the Portfolio level, although it retains the ability to make such investments in the future provided that such investments will not disqualify it for tax treatment as a RIC (or unless the Board determines that such disqualification is in the best interests of shareholders).

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

 

53


The Commodity Returns Strategy Portfolio (continued)

 

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Non-Investment Grade Securities Risk – Non-investment grade securities are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. Such securities may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist

   

Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Swaps Risks – The use of swaps is a highly specialized activity which involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions. Swap transactions can result in sizeable realized and unrealized capital gains and losses relative to the gains and losses from the Portfolio’s direct investments in securities and short sales. Transactions in swaps can involve greater risks than if the Portfolio had invested in securities directly since, in addition to general market risks, swaps may be leveraged and are also subject to liquidity risk, counterparty risk, credit risk and valuation risk. Regulators also may impose limits on an entity’s or group of entities’ positions in certain swaps.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to

 

 

54


The Commodity Returns Strategy Portfolio (continued)

 

 

 

change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

55


The Commodity Returns Strategy Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Commodity Returns Strategy Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 12.77%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     3rd Qtr. 2012        9.60

Worst quarter:

     3rd Qtr. 2011        -20.69

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Commodity Returns Strategy Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -14.01     -3.49     -0.31

– After Taxes on Distributions

     -14.67     -4.05     -0.80

– After Taxes on Distributions and Sale of Portfolio Shares

     -7.87     -2.66     -0.24

Bloomberg Commodity Index Total Return (reflects no deduction for fees, expenses or taxes)

     -11.25     -8.80     -5.09

50% Bloomberg Commodity Index Total Return & 50% MSCI ACWI Commodity Producers Index (reflects no deduction for fees, expenses or taxes)

     -10.96     -4.89     -1.42

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

56


The Commodity Returns Strategy Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”), Pacific Investment Management Company LLC (“PIMCO”), Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) and Wellington Management Company LLP (“Wellington Management”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

PIMCO: Nicholas Johnson has managed the portion of the Portfolio allocated to PIMCO since June, 2011.

Vaughan Nelson: Steve Henriksen, Charles Ellis and Blanca Garza-Bianco have co-managed the portion of the Portfolio allocated to Vaughan Nelson since March 2016. Michael Hanna joined as a co-managing portfolio manager in January 2019.

Wellington Management: David A. Chang, CFA, has managed a portion of the Portfolio allocated to Wellington Management since April 2011.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

57


The ESG Growth Portfolio

 

 

Investment Objective

The ESG Growth Portfolio seeks to maximize total return while emphasizing environmental, social and governance (“ESG”) focused investments.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.22 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.12 ]% 

Total Annual Portfolio Operating Expenses

     [0.59 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [60

3 Years

   $ [189

5 Years

   $ [329

10 Years

   $ [738
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Total Annual Portfolio Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 171.95]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its total return objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization.

Further, under the supervision of the Adviser, environmental, social and governance criteria (“ESG Factors) will be integrated into the Portfolio’s security selection process through the application of non-financial criteria (“ESG Screens”). The ESG Screens used by the Portfolio are determined with the use of third party data and ESG rating agencies which take into account a company’s performance around environmental, social and corporate governance practices. These may include (but are not limited to) such themes as climate change, resource efficiency, labor standards, product and service safety, community engagement, board policies, and corporate structure. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Advisor’s opinion ESG Factors are not applicable or it is not possible to implement them. The ESG Screens will be applied by the Specialist Managers that manage the Portfolio under the direction of the Adviser. The ESG Screens used by each Specialist Manager may differ from one another.

The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover.

 

58


The ESG Growth Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – The Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the broad range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Investment in Other Investment Companies Risk – To the extent that the Portfolio acquires securities issued by other investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies. Securities issued by other investment companies, including ETFs, are also equity securities and, as such, are subject to Market Risk and Management Risk.

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively do so.

 

   

ESG Investing Risk. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. The Portfolio’s use of ESG Factors in making investment decisions may include the following risks.

 

   

Risk of Excluding Performing Companies – The Portfolio’s ESG policy may cause it to perform differently than funds that do not have an ESG focus. The Portfolio’s ESG focus may result in the Portfolio foregoing opportunities to buy or sell certain securities when it might otherwise be advantageous to do so.

 

   

Information Risk – The ESG Screens used by the Portfolio are determined in part through the use of third party data and ESG rating agencies. Information relating to the ESG performance of the companies in which the Portfolio may invest may not be complete, accurate or readily available. This fact may negatively impact the effectiveness of the ESG Screens.

 

   

Foreign Investment Risk. – Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more

 

 

59


The ESG Growth Portfolio (continued)

 

 

 

costly than transaction expenses for domestic securities. Additionally, risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time. The Portfolio generally considers “emerging markets” countries to be those included in the MSCI Emerging Markets Index.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Asset-Backed/Mortgage-Backed Securities Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may

 

 

60


The ESG Growth Portfolio (continued)

 

 

 

decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Risks Associated with Investments in Futures. The Portfolio is permitted to invest in futures. Investment in futures depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Futures involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks.

The value of futures may rise or fall more rapidly than other investments and there is a risk that the Portfolio may lose more than the original amount invested in futures. Futures also involve the risk that other parties to the futures contract may fail to meet their obligations, which could cause losses to the Portfolio. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances. Compared to other types of investments, futures may be harder to value and may also be less tax efficient. To the extent that the Portfolio uses futures to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the futures instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of futures may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

   

Thinly traded Securities. The Portfolio may invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Investment in these securities involve the following risks:

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Valuation Risk – When market quotations are not readily available or are deemed to be unreliable, the Portfolio values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board of Trustees. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.

 

 

61


The ESG Growth Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The ESG Growth Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 14, 2015. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 10.22%. The Portfolio’s HC Advisors Shares ceased operations in June 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2017        6.77

Worst quarter:

     4th Qtr. 2018        -12.68

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Since
July 14,
2015
 

The ESG Growth Portfolio

    

HC Advisors Shares

    

– Before Taxes

     -8.39     3.71

– After Taxes on Distributions

     -9.62     2.87

– After Taxes on Distributions and Sale of Portfolio Shares

     -3.73     2.94

MSCI World Index (reflects no deduction for fees, expenses or taxes)

     -8.20     4.37

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

62


The ESG Growth Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since its inception in July 2015. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management, LLC (“Agincourt”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the portion of the Portfolio allocated to Agincourt since its inception.

Mellon: Karen Wong, CFA and William Cazalet, CAIA have co-managed the portion of the Portfolio allocated to Mellon (formerly Mellon Capital) since its inception. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since July, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

63


The Catholic SRI Growth Portfolio

 

 

Investment Objective

The Catholic SRI Growth Portfolio seeks to maximize total return subject to emphasizing socially responsible investments.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.21 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.21 ]% 

Total Annual Portfolio Operating Expenses

     [0.67 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [68

3 Years

   $ [214

5 Years

   $ [373

10 Years

   $ [835
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Total Annual Portfolio Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 179.66]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities while retaining the flexibility to invest in fixed income securities. In addition to equity and fixed income securities, the Portfolio may invest in other instruments, including, but not limited to, derivatives. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization.

Further, under the supervision of the Adviser, the Portfolio integrates a range of social and moral concerns into its security selection process. These issues may include protecting human life; promoting human dignity; reducing arms production; pursuing economic justice; protecting the environment, and encouraging corporate responsibility. This will be accomplished with reference to the principles contained in the United States Conference of Catholic Bishops’ (“USCCB”) Socially Responsible Investing Guidelines (“Social Guidelines”). Potential investments for the Portfolio are selected for financial soundness and evaluated according to the Portfolio’s social criteria.

The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Additionally, in seeking to achieve its objective, the Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards.

The Portfolio is not authorized or sponsored by the Roman Catholic Church or the USCCB. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover.

 

64


The Catholic SRI Growth Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – The Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the broad range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

   

Investment in Other Investment Companies Risk – To the extent that the Portfolio acquires securities issued by other investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies. Securities issued by other investment companies, including ETFs, are also equity securities and, as such, are subject to Market Risk and Management Risk.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively do so.

 

   

Socially Responsible Investing Risk. The Portfolio considers the Social Guidelines in its investment process and may choose not to purchase, or may sell, otherwise profitable investments in companies which have been identified as being in conflict with the Social Guidelines. This means that the Portfolio may underperform other similar funds that do not consider the Social Guidelines when making investment decisions.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more

 

 

65


The Catholic SRI Growth Portfolio (continued)

 

 

 

costly than transaction expenses for domestic securities. Additionally, risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time. The Portfolio generally considers “emerging markets” countries to be those included in the MSCI Emerging Markets Index

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Asset-Backed/Mortgage-Backed Securities Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may

 

 

66


The Catholic SRI Growth Portfolio (continued)

 

 

 

decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Risks Associated with Investments in Futures. The Portfolio is permitted to invest in futures. Investment in futures depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Futures involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks.

The value of futures may rise or fall more rapidly than other investments and there is a risk that the Portfolio may lose more than the original amount invested in futures. Futures also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances. Compared to other types of investments, futures may be harder to value and may also be less tax efficient. To the extent that the Portfolio uses futures to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the futures instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of futures may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

   

Thinly traded Securities. The Portfolio may invest in securities, including privately placed and structured securities and derivatives, for which there may be limited markets/thinly traded issues. Investment in these securities involve the following risks:

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Valuation Risk – When market quotations are not readily available or are deemed to be unreliable, the Portfolio values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board of Trustees. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.

 

 

67


The Catholic SRI Growth Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Catholic SRI Growth Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on January 12, 2016. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 10.95%. The Portfolio’s HC Advisors Shares ceased operations in June 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     4th Qtr. 2017        6.49

Worst quarter:

     4th Qtr. 2018        -13.48

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Since
January 12,
2016
 

The Catholic SRI Growth Portfolio

    

HC Advisors Shares

    

– Before Taxes

     -9.77     8.99

– After Taxes on Distributions

     -11.84     6.93

– After Taxes on Distributions and Sale of Portfolio Shares

     -4.43     6.62

MSCI World Index (reflects no deduction for fees, expenses or taxes)

     -8.20     9.25

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

68


The Catholic SRI Growth Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA and Scott Jacobson, CFA have managed the Portfolio since its inception in January 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management, LLC (“Agincourt”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the portion of the Portfolio allocated to Agincourt since its inception.

Mellon: Karen Wong, CFA and William Cazalet, CAIA have co-managed the portion of the Portfolio allocated to Mellon (formerly Mellon Capital) since its inception. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since January, 2016.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA, and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

69


The International Equity Portfolio

 

 

Investment Objective

The investment objective of The International Equity Portfolio is to maximize total return.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.34 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.09 ]% 

Total Annual Portfolio Operating Expenses

     [0.68 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [69

3 Years

   $ [218

5 Years

   $ [379

10 Years

   $ [847
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 54.91]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Under normal circumstances, the Portfolio will provide exposure to investments that are economically tied to at least three different countries, including the U.S., and at least 40% of the Portfolio’s net assets will provide exposure to investments that are economically tied to non-U.S. countries. Although the Portfolio, a diversified investment company, may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the MSCI EAFE Index. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of issuers located in non-U.S. countries. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies and to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

70


The International Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading

   

market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

71


The International Equity Portfolio (continued)

 

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

72


The International Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The International Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 10.50%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2012        14.43

Worst quarter:

     3rd Qtr. 2011        -21.29

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The International Equity Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -14.85     0.30     6.25

– After Taxes on Distributions

     -15.41     -1.25     5.12

– After Taxes on Distributions and Sale of Portfolio Shares

     -8.20     0.22     5.05

MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)

     -13.36     1.00     5.98

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

73


The International Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Artisan Partners Limited Partnership (“Artisan Partners”), Cadence Capital Management LLC (“Cadence”), Causeway Capital Management LLC (“Causeway”), City of London Investment Management Company Limited (“CLIM”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Artisan Partners: Mark L. Yockey has managed the portion of the Portfolio allocated to Artisan Partners since July, 1999. Andrew J. Euretig and Charles Hamker have served as Associate Portfolio Managers to the portion of the Portfolio allocated to Artisan Partners since February, 2012.

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Causeway: Sarah H. Ketterer, Harry W. Hartford, James A. Doyle and Jonathan P. Eng have co-managed that portion of the Portfolio allocated to Causeway since December, 2006, Conor Muldoon has co-managed that portion of the Portfolio allocated to Causeway since September, 2010, Alessandro Valentini has co-managed that portion of the Portfolio allocated to Causeway since April 2013, Ellen Lee has co-managed that portion of the Portfolio allocated to Causeway since January 2015, and Steven Nguyen has co- managed that portion of the Portfolio allocated to Causeway since January 2019.

CLIM: Michael Edmonds, James Millward, and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since January, 2015.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

74


The Institutional International Equity Portfolio

 

 

Investment Objective

The investment objective of The Institutional International Equity Portfolio is to maximize total return.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.33 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.09 ]% 

Acquired Fund Fees and Expenses

     [0.05 ]% 

Total Annual Portfolio Operating Expenses

     [0.72 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [74

3 Years

   $ [230

5 Years

   $ [401

10 Years

   $ [894
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 37.56]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Under normal circumstances, the Portfolio will provide exposure to investments that are economically tied to at least three different countries, including the U.S., and at least 40% of the Portfolio’s net assets will provide exposure to investments that are economically tied to non-U.S. countries. Although the Portfolio, a diversified investment company, may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the MSCI EAFE Index. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of issuers located in non-U.S. countries. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in a foreign currency and to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

 

75


The Institutional International Equity Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

76


The Institutional International Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading

   

market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

77


The Institutional International Equity Portfolio (continued)

 

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

78


The Institutional International Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional International Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 9.94%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2012        14.01

Worst quarter:

     3rd Qtr. 2011        -20.89

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Institutional International Equity Portfolio

      

HC Advisors Shares

      

– Before Taxes

     -14.30     0.70     6.46

– After Taxes on Distributions

     -15.78     -1.03     5.00

– After Taxes on Distributions and Sale of Portfolio Shares

     -7.33     0.43     5.12

MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)

     -13.36     1.00     5.98

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

79


The Institutional International Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Artisan Partners Limited Partnership (“Artisan Partners”), Cadence Capital Management LLC (“Cadence”), Causeway Capital Management LLC (“Causeway”), City of London Investment Management Company Limited (“CLIM”), Lazard Asset Management LLC (“Lazard”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Artisan Partners: Mark L. Yockey has managed the portion of the Portfolio allocated to Artisan Partners since November, 2009. Andrew J. Euretig and Charles Hamker have served as Associate Portfolio Managers to the portion of the Portfolio allocated to Artisan Partners since February, 2012.

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Causeway: Sarah H. Ketterer, Harry W. Hartford, James A. Doyle and Jonathan P. Eng have co-managed that portion of the Portfolio allocated to Causeway since November, 2009, Conor Muldoon has co-managed that portion of the Portfolio allocated to Causeway since September, 2010, Alessandro Valentini has co-managed that portion of the Portfolio allocated to Causeway since April 2013, Ellen Lee has co-managed that portion of the Portfolio allocated to Causeway since January 2015, and Steven Nguyen has co- managed that portion of the Portfolio allocated to Causeway since January 2019.

CLIM: Michael Edmonds, James Millward and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since January, 2015.

Lazard: Paul Moghtader, Taras Ivanenko, Alex Lai and Craig Scholl have co-managed the portion of the Portfolio allocated to Lazard since September, 2011.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

80


The Emerging Markets Portfolio

 

Investment Objective

The investment objective of The Emerging Markets Portfolio is to provide maximum total return, primarily through capital appreciation.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

    
[0.49
 
]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.17 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.93 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [95

3 Years

   $ [296

5 Years

   $ [515

10 Years

   $ [1,143
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [50.01 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in securities of issuers domiciled or, in the view of the Specialist Manager, deemed to be doing material amounts of business in countries determined by the Specialist Manager to have a developing or emerging economy or securities market. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Typically 80% of the Portfolio’s net assets will be invested in equity securities, equity swaps, structured equity notes, equity linked notes and depositary receipts of issuers domiciled or, in the view of the Specialist Manager, deemed to be doing material amounts of business in emerging market countries. The Portfolio, a diversified investment company, invests primarily in the Morgan Stanley Capital International® Emerging Markets Index (“MSCI EM Index”) countries. As the MSCI EM Index introduces new emerging market countries, the Portfolio may include those countries among the countries in which it may invest. In determining securities in which to invest, the Portfolio’s management team will evaluate the countries’ economic and political climates with prospects for sustained macro and micro economic growth. The Portfolio’s management team will take into account traditional securities valuation methods, including (but not limited to) an analysis of price in relation to assets, earnings, cash flows, projected earnings growth, inflation and interest rates. Liquidity and transaction costs will also be considered. The Portfolio may also invest in companies of any market capitalization. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in securities issued by companies domiciled or deemed to be doing material amounts of business in countries that have a developing or emerging economy or securities market. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with

 

81


The Emerging Markets Portfolio (continued)

 

 

applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

82


The Emerging Markets Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid

   

and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

 

83


The Emerging Markets Portfolio (continued)

 

 

   

China Risk. In addition to the risks listed above under “Emerging Market Securities,” investing in China presents additional risks including confiscatory taxation, nationalization, exchange control regulations (including currency blockage) and differing legal standards. The Chinese government could, at any time, alter or discontinue economic reform programs implemented since 1978. Chinese authorities may intervene in the China securities market and halt or suspend trading of securities for short or even longer periods of time. Recently, the China securities market has experienced considerable volatility and been subject to relatively frequent and extensive trading halts and suspensions. These trading halts and suspensions have, among other things, contributed to uncertainty in the markets and reduced the liquidity of the securities subject to such trading halts and suspensions, which could include securities held by a Portfolio.

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of

   

securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

84


The Emerging Markets Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Emerging Markets Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 9.57%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

   1st Qtr. 2012    13.33%

Worst quarter:

   3rd Qtr. 2011    -24.17%

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
     Five
Year
     Since
July 6,
2010
 

The Emerging Markets Portfolio

        

HC Advisors Shares

        

– Before Taxes

     -14.30%        0.11%        1.37%  

– After Taxes on Distributions

     -14.51%        -0.50%        0.84%  

– After Taxes on Distributions and Sale of Portfolio Shares

     -7.99%        0.08%        1.11%  

MSCI Emerging Markets Index (reflects no deduction for fees, expenses or taxes)

     -14.25%        2.03%        3.24%  

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

85


The Emerging Markets Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), City of London Investment Management Company Limited (“CLIM”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and RBC Global Asset Management (UK) Limited (“RBC GAM”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

CLIM: Mark Dwyer has led the team responsible for managing the portion of the Portfolio allocated to CLIM since January, 2015.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

RBC GAM: Philippe Langham, ACA, and Laurence Bensafi, CFA, have managed the portion of the Portfolio allocated to RBC since July, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

86


The Core Fixed Income Portfolio

 

Investment Objective

The investment objective of The Core Fixed Income Portfolio is to provide a high level of current income consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.15]%  

Distribution and/or Service (12b-1) Fees

     0.25 %  

Other Expenses

     [0.21]%  

Acquired Fund Fees and Expenses

     [0.01]%  

Total Annual Portfolio Operating Expenses

     [0.62]%  

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes the reinvestment of all dividends and distributions in shares of the Portfolio and that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [63

3 Years

   $ [199

5 Years

   $ [346

10 Years

   $ [774
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 34.05]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in fixed income securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio, under normal circumstances, invests predominantly in fixed income securities that, at the time of purchase, are rated in one of four highest rating categories assigned by one of the major independent rating agencies (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or are, in the view of the Specialist Manager, deemed to be of comparable quality. Securities in the fourth highest rating category may have speculative characteristics. From time to time, a substantial portion of the Portfolio, a diversified investment company, may be invested in any of the following: (1) investment grade mortgage-backed or asset-backed securities; (2) securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies; (3) investment grade fixed income securities issued by U.S. corporations; or (4) municipal bonds (i.e., debt securities issued by municipalities and related entities). Under normal conditions, the Portfolio may invest up to 20% of its assets in high yield securities (“junk bonds”) as well as cash or money market instruments in order to maintain liquidity, or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Aggregate Bond Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Aggregate Bond Index as of June 30, 2019 was [12.9] years. The Portfolio may engage

 

87


The Core Fixed Income Portfolio (continued)

 

 

in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

88


The Core Fixed Income Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of

 

many U.S. Government agencies, authorities or instrumentalities in which the Portfolio

   

may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

 

89


The Core Fixed Income Portfolio (continued)

 

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities. Portfolio dividends derived from certain “private activity” municipal securities generally will constitute an item of tax preference includable in alternative minimum taxable income for both corporate and non-corporate taxpayers.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy

 

 

90


The Core Fixed Income Portfolio (continued)

 

 

   

more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not

   

realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

91


The Core Fixed Income Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Core Fixed Income Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of  12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 3.27%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

   3rd Qtr. 2011    4.15%

Worst quarter:

   4th Qtr. 2016    -2.84%

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
     Five
Year
     Since
July 6,
2010
 

The Core Fixed Income Portfolio

        

HC Advisors Shares

        

– Before Taxes

     -0.61%        2.37%        2.60%  

– After Taxes on Distributions

     -1.70%        1.27%        1.34%  

– After Taxes on Distributions and Sale of Portfolio Shares

     -0.37%        1.33%        1.56%  

Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)

     0.01%        2.52%        2.75%  

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

92


The Core Fixed Income Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Agincourt Capital Management, LLC (“Agincourt”) and Mellon Investments Corporation (“Mellon”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the Portfolio since March, 2015.

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

93


The Fixed Income Opportunity Portfolio

 

 

Investment Objective

The investment objective of The Fixed Income Opportunity Portfolio is to achieve above-average total return by investing in high yield securities commonly referred to as “junk bonds.”

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.38 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.08 ]% 

Acquired Fund Fees and Expenses

     [0.04 ]% 

Total Annual Portfolio Operating Expenses

     [0.75 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes the reinvestment of all dividends and distributions in shares of the Portfolio and that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [77

3 Years

   $ [240

5 Years

   $ [417

10 Years

   $ [930
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 51.53]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of net assets) in fixed income securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. A principal investment strategy of the Portfolio is to invest in high yield securities including “junk bonds.” Under normal circumstances, at least 50% of the Portfolio’s total assets will be invested in junk bonds. These securities are fixed income securities that are rated below the fourth highest category assigned by one of the major independent rating agencies or are, in the view of the Specialist Manager, deemed to be of comparable quality. Such securities may include: corporate bonds, collateralized loan obligations (CLOs), collateralized bond obligations (CBOs) and collateralized debt obligations (CDOs) (CDO investments are expected to be limited to less than 15% of the Portfolio), agency and non-agency mortgage-backed securities, collateralized mortgage obligations, commercial mortgage-backed securities and asset-backed securities, REITs, foreign fixed income securities, including emerging market debt, convertible bonds, preferred stocks, treasury inflation bonds, loan participations, swaps and fixed and floating rate loans. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities.

The Portfolio may invest in U.S. government securities, including but not limited to treasuries, agencies and commercial paper. The Portfolio may also hold a portion of its assets in cash or money market instruments in order to maintain liquidity or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase.

 

94


The Fixed Income Opportunity Portfolio (continued)

 

 

Consistent with its investment policies, the Portfolio may purchase and sell high yield securities. Purchases and sales of securities may be effected without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but, under normal circumstances, the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, which range, as of June 30, 2019, was between [1 and 13] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment.

The performance benchmark for this Portfolio is the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, an unmanaged index of high yield securities that is widely recognized as an indicator of the performance of such securities. The Specialist Managers actively manage the interest rate risk of the Portfolio relative to this benchmark.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

95


The Fixed Income Opportunity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in

   

interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

 

96


The Fixed Income Opportunity Portfolio (continued)

 

 

   

Floating Rate Loans Risk – The risks associated with floating rate loans are similar to the risks of below investment grade securities. Changes in economic conditions are likely to cause issuers of these securities to be unable to meet their obligations. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans. Further, bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Portfolio to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Portfolio may assume the credit risk of the primary lender in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

 

   

Loan Participation Risk – Loan participations typically will result in a Portfolio having a contractual relationship only with the lender, not with the borrower. In connection with purchasing loan participations, a Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Portfolio may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, a Portfolio will assume the credit risk of both the borrower and the lender that is selling the participation. A Portfolio may have difficulty disposing of loan participations as the market for such instruments is not highly liquid.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments, including option and futures contracts, may be intensified in the case of investments in emerging market countries, whose

 

 

97


The Fixed Income Opportunity Portfolio (continued)

 

 

political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the

   

Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

REIT Risk – REIT prices may fall because of the failure of borrowers to pay their loans and/or poor management. The value of REITs may also be affected by increases in property taxes and changes in tax laws and interest rates.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

98


The Fixed Income Opportunity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Fixed Income Opportunity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 6.10%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

   1st Qtr. 2012    5.30%

Worst quarter:

   3rd Qtr. 2011    -6.65%

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
     Five
Year
     Since
July 6,
2010
 

The Fixed Income Opportunity Portfolio

        

HC Advisors Shares

        

– Before Taxes

     0.25%        3.89%        6.70%  

– After Taxes on Distributions

     -2.05%        1.26%        3.94%  

– After Taxes on Distributions and Sale of Portfolio Shares

     0.16%        1.80%        4.05%  

Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index (reflects no deduction for fees, expenses or taxes)

     -1.88%        3.79%        6.46%  

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

99


The Fixed Income Opportunity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

City of London Investment Management Company Limited (“CLIM”), Fort Washington Investment Advisors, Inc. (“Fort Washington”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Western Asset Management Company, LLC (“Western Asset”) are the Specialist Managers for the Portfolio with responsibility for the management of the Portfolio’s assets that are invested directly in fixed income securities.

Portfolio Managers:

 

CLIM: James Millward, Michael Edmonds and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since November, 2014.

Fort Washington: Garrick Bauer has co-managed this portion of the Portfolio since March, 2016. Timothy Jossart has co-managed the portion of the Portfolio allocated to Fort Washington since May, 2012.

Mellon: Manuel Hayes and Stephanie Shu, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and Paul Benson, CFA, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March 2016. Nancy Rogers, CFA has also co-managed this portion of the Portfolio since November 2016.

Parametric(Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Western Asset: S. Kenneth Leech and Harris Trifon have co-managed the portion of the Portfolio allocated to Western Asset since July, 2014, Ian Justice has co-managed the portion of the Portfolio allocated to Western Asset since October, 2014 and Greg E. Handler has co-managed the portion of the Portfolio allocated to Western Asset since January, 2019.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

100


The U.S. Government Fixed Income Securities Portfolio

 

Investment Objective

The investment objective of The U.S. Government Fixed Income Securities Portfolio is to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing in a diversified portfolio of primarily U.S. Treasury and government related fixed income securities.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.11 ]%  

Distribution and/or Service (12b-1) Fees

     0.25%  

Other Expenses

     [0.08]%  

Total Annual Portfolio Operating Expenses

     [0.44]%  

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [45

3 Years

   $ [141

5 Years

   $ [246

10 Years

   $ [555
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [31.43 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Securities in which the Portfolio may invest include bonds, notes and certificates of deposit. These may include securities issued by federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. Government. In general the portfolio will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Government Index. Securities held by the Portfolio will be rated investment grade or better by at least two rating agencies at the time of purchase if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. Overall credit quality of the Portfolio will be maintained at a level substantially equal to that of the Bloomberg Barclays U.S. Government Index. The Portfolio will attempt to be fully invested at all times in U.S. Government fixed income securities, but may hold cash positions at times to adjust the duration of the Portfolio to more closely approximate that of the Bloomberg Barclays U.S. Government Index, to replicate the interest rate sensitivity of the securities in the Bloomberg Barclays U.S. Government Index, or to approximate the exposure to cash in the Bloomberg Barclays U.S. Government Index from coupon payments, principal payments or called securities. The Portfolio intends to maintain an effective dollar weighted average portfolio maturity similar to that of the Bloomberg Barclays U.S. Government Index, which was [7.50] years as of June 30, 2019. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in U.S. fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

101


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income

 

 

investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. This risk should be low for the Portfolio as it invests mainly in securities that are not callable.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

102


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Government Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future. A full calendar year of performance is not yet available for the HC Advisors Shares class. The performance shown below is that of HC Strategic Shares and has not been adjusted to reflect HC Advisors Shares expenses, which are higher. If it had been adjusted, performance would have been lower.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     3rd Qtr. 2011        5.82

Worst quarter:

     4th Qtr. 2016        -3.42

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
     Five
Year
     Since
December 6,
2010
 

The U.S. Government Fixed Income Securities Portfolio

     

HC Strategic Shares

     

– Before Taxes

     0.67%        1.73%        1.86%  

– After Taxes on Distributions

     -0.15%        0.96%        1.04%  

– After Taxes on Distributions and Sale of Portfolio Shares

     0.39%        1.01%        1.15%  

Bloomberg Barclays U.S. Government Index (reflects no deduction for fees, expenses or taxes)

     0.88%        1.99%        2.08%  

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

103


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Managers

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

104


The Inflation Protected Securities Portfolio

 

Investment Objective

The investment objective of The Inflation Protected Securities Portfolio is to provide inflation protection and income consistent with investment in inflation-indexed securities.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.09 ]%  

Distribution and/or Service (12b-1) Fees

     0.25%  

Other Expenses

     [0.07]%  

Total Annual Portfolio Operating Expenses

     [0.41]%  

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [42

3 Years

   $ [132

5 Years

   $ [230

10 Years

   $ [518

 

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [19.97 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in inflation-indexed bonds issued by the U.S. government and non-U.S. governments, their agencies and instrumentalities and corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest in non-investment grade securities (“junk bonds”). Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Treasury Inflation Protected Securities Index (“Barclays US TIPS Index”), which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Barclays US TIPS Index as of June 30, 2019 was [8.3] years. The Portfolio may invest in securities issued by foreign corporations. The Portfolio’s investments in non-U.S. governments and corporations may include securities issued in emerging markets countries.

 

105


The Inflation Protected Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Deflation Risk – Deflation risk is the possibility that prices throughout the economy decline over time – the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses.

 

   

Inflation Indexed Bonds Risk – The principal value of an investment is not protected or otherwise guaranteed by virtue of the Portfolio’s investments in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced.

Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal value.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Inflation-indexed bonds issued by non-U.S. governments would be expected to be indexed to the inflation rates prevailing in those countries.

 

   

Inflation Indexed Bonds Tax Risk – Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Portfolio’s gross income, even though no cash attributable to such gross income has been received by the Portfolio. In such event, the Portfolio may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Portfolio may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Portfolio and additional capital gain distributions to shareholders. In addition, adjustments during the taxable year for

 

 

106


The Inflation Protected Securities Portfolio (continued)

 

 

deflation to an inflation-indexed bond held by the Portfolio may cause amounts previously distributed to shareholders in the taxable year as income to be characterized as a return of capital.

 

   

Non-Investment-Grade Securities – Non-investment-grade securities, also referred to as “high-yield securities” or “junk bonds,” are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (for example, lower than Baa3/P-2 by Moody’s Investors Service, Inc. (Moody’s) or below BBB–/A-2 by Standard & Poor’s) or are determined to be of comparable quality by the fund’s advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

107


The Inflation Protected Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Inflation Protected Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on April 3, 2014. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 3.21%. The Portfolio’s HC Advisors Shares ceased operations in June 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     1st Qtr. 2016        4.39

Worst quarter:

     4th Qtr. 2016        -2.45

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
     Since
April 3,
2014
 

The Inflation Protected Securities Portfolio

     

HC Advisors Shares

     

– Before Taxes

     -1.53%        1.13%  

– After Taxes on Distributions

     -2.65%        0.35%  

– After Taxes on Distributions and Sale of Portfolio Shares

     -0.90%        0.52%  

Bloomberg Barclays U.S. Treasury Inflation Protected Securities Index (reflects no deduction for fees, expenses or taxes)

     -1.26%        1.46%  

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

108


The Inflation Protected Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since its inception in February 2014. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Mellon: Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA and Stephanie Shu, CFA have also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

109


The U.S. Corporate Fixed Income Securities Portfolio

 

Investment Objective

The investment objective of The U.S. Corporate Fixed Income Securities Portfolio is to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing primarily in a diversified portfolio of investment grade fixed income securities issued by U.S. corporations.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.13]%  

Distribution and/or Service (12b-1) Fees

     0.25 %  

Other Expenses

     [0.08]%  

Acquired Fund Fees and Expenses

     [0.02]%  

Total Annual Portfolio Operating Expenses

     [0.48]%  

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [49

3 Years

   $ [154

5 Years

   $ [269

10 Years

   $ [604
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 24.55]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in fixed income securities issued by U.S. corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. In general, the Portfolio invests predominantly in investment grade fixed income securities and will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Corporate Index. Securities held by the Portfolio will be rated investment-grade or better by one of the established rating agencies or, if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. Securities held by the Portfolio which are downgraded below investment-grade by all ratings agencies may be retained up to a maximum market value of 5% of the Portfolio. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Corporate Investment Grade Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Corporate Investment Grade Index as of June 30, 2019 was [10.8] years. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in investment grade fixed income securities issued by U.S. corporations. The Portfolio may also invest up to 20% of its assets in municipal bonds (i.e., debt securities issued by municipalities and related entities). The Portfolio may invest in fixed income securities of foreign issuers.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

110


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to

   

interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

 

111


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely

   

affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

112


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Corporate Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future. A full calendar year of performance is not yet available for the HC Advisors Shares class. The performance shown below is that of HC Strategic Shares and has not been adjusted to reflect HC Advisors Shares expenses, which are higher. If it had been adjusted, performance would have been lower.

 

Year-by-Year Total Returns as of 12/31

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     3rd Qtr. 2011        4.37

Worst quarter:

     2nd Qtr. 2013        -4.03

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
     Five
Year
     Since
December 6,
2010
 

The U.S. Corporate Fixed Income Securities Portfolio

        

HC Strategic Shares

        

– Before Taxes

     -2.32%        3.05%        3.54%  

– After Taxes on Distributions

     -3.65%        1.56%        1.98%  

– After Taxes on Distributions and Sale of Portfolio Shares

     -1.38%        1.70%        2.14%  

Bloomberg Barclays U.S. Corporate Index (reflects no deduction for fees, expenses or taxes)

     -2.51%        3.28%        3.95%  

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

113


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management LLC (“Agincourt”) and Mellon Investments Corporation (“Mellon”) are the Specialist Managers for the Portfolio.

Portfolio Managers

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the Portfolio since March, 2015.

Mellon: Manuel Hayes has co-managed the Portfolio since August 2013 and Paul Benson, CFA, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March 2016. Nancy Rogers, CFA has also co-managed this portion of the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

114


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

 

Investment Objective

The investment objective of The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio is to seek to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing primarily in a diversified portfolio of publicly issued mortgage and asset backed securities.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.11 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.12 ]% 

Acquired Fund Fees and Expenses

     [0.03 ]% 

Total Annual Portfolio Operating Expenses

     [0.51 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [52

3 Years

   $ [164

5 Years

   $ [285

10 Years

   $ [640
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [15.05 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in U.S. mortgage and asset backed securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio invests predominantly in publicly issued, investment grade U.S. mortgage and asset backed securities and, in general, seeks to maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Securitized Index. The Portfolio will seek to invest in U.S. dollar denominated agency and non-agency mortgage-backed securities backed by loans secured by residential, multifamily and commercial properties including, but not limited to: pass throughs, collateralized mortgage obligations (“CMOs”), real estate mortgage investment conduits (“REMICs”), stripped mortgage-backed securities (“SMBS”), project loans, construction loans, and adjustable rate mortgages. Income from MBS, ABS, CMO, REMIC and SMBS investments of the Portfolio will be taxed as ordinary income when distributed to shareholders unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in mortgage and asset backed securities. The Portfolio may also invest in U.S. Treasury and agency securities. Securities must be rated investment-grade or better by a nationally recognized credit rating agency at the time of purchase or, if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Securitized Index, which has a weighted average maturity of [7.2] years as of June 30, 2019 and can vary between [1 and 9] years.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment

styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

115


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of

   

underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires

 

 

116


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

 

shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other

   

investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

117


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future. A full calendar year of performance is not yet available for the HC Advisors Shares class. The performance shown below is that of HC Strategic Shares and has not been adjusted to reflect HC Advisors Shares expenses, which are higher. If it had been adjusted, performance would have been lower.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     2nd Qtr. 2011        2.25

Worst quarter:

     4th Qtr. 2016        -2.04

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 6,
2010
 

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

      

HC Strategic Shares

      

– Before Taxes

     0.75     2.13     2.12

– After Taxes on Distributions

     -0.42     0.94     0.91

– After Taxes on Distributions and Sale of Portfolio Shares

     0.43     1.09     1.11

Bloomberg Barclays U.S. Securitized Index (reflects no deduction for fees, expenses or taxes)

     0.99     2.51     2.47

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

118


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Manager:

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

119


The Short-Term Municipal Bond Portfolio

 

Investment Objective

The investment objective of The Short-Term Municipal Bond Portfolio is to provide a high level of current income exempt from Federal income tax, consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.18 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.15 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.60 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [61

3 Years

   $ [192

5 Years

   $ [335

10 Years

   $ [750
 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [14.82 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax so that they will qualify to pay “exempt-interest dividends” (“Municipal Securities”). The Portfolio intends to maintain a dollar-weighted effective average portfolio maturity of no longer than three years. The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. Fixed income securities rated in the fourth highest rating category by a rating agency may have speculative characteristics. The Portfolio does not currently intend to invest in obligations, the interest on which is a preference item for purposes of the Federal alternative minimum tax. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in municipal bonds.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

120


The Short-Term Municipal Bond Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Tax Risk – Changes in Federal tax laws or regulations could change the tax-exempt status of income from any or all of the Portfolio’s municipal securities. In addition, short-term capital gains and a portion of any gain attributable to bonds purchased at market discount will be treated as ordinary income for Federal tax purposes.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that

   

interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – Municipal securities held by the Portfolio may be called (prepaid) before their maturity dates. This usually occurs as interest rates are declining. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. In addition, the Portfolio may lose price appreciation if a bond it holds is called earlier than scheduled.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under

 

 

121


The Short-Term Municipal Bond Portfolio (continued)

 

 

 

certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both

   

their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

122


The Short-Term Municipal Bond Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Short-Term Municipal Bond Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on March 1, 2006. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future. A full calendar year of performance is not yet available for the HC Advisors Shares class. The performance shown below is that of HC Strategic Shares and has not been adjusted to reflect HC Advisors Shares expenses, which are higher. If it had been adjusted, performance would have been lower.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     3rd Qtr. 2009        1.89

Worst quarter:

     4th Qtr. 2010        -0.83

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Short-Term Municipal Bond Portfolio

      

HC Strategic Shares

      

– Before Taxes

     1.45     0.68     1.39

– After Taxes on Distributions

     1.42     0.67     1.35

– After Taxes on Distributions and Sale of Portfolio Shares

     1.33     0.78     1.44

ICE BofA Merrill Lynch 1-3 Year Municipal Bond Index (reflects no deduction for fees, expenses or taxes)

     1.76     0.91     1.45

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

123


The Short-Term Municipal Bond Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Breckinridge Capital Advisors, Inc. (“Breckinridge”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Breckinridge: Peter Coffin has managed the Portfolio since March, 2006. Matthew Buscone has co-managed the Portfolio since July 2008. Ji Young Jung and Sara Chanda have co-managed since March 2013 and December, 2013, respectively. Jeffrey Glenn and Eric Haase have co-managed the Portfolio since May, 2015 and May, 2016, respectively. Khurram Gillani has co-managed the Portfolio since December, 2016. Allyson Gerrish has co-managed the Portfolio since July 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s dividend distributions are expected to be excludable from gross income for Federal income tax purposes. The Portfolio may also make distributions that are taxable to you as ordinary income or capital gains. Dividend distributions taxable as ordinary income can result, in part, because of the failure of a municipal security owned by the Portfolio to meet certain legal requirements or because of a change in law. Additionally, dividend distributions taxable as capital gains can result, in part, from the Portfolio’s sale of a municipal security owned by the Portfolio for more than its cost.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

124


The Intermediate Term Municipal Bond Portfolio

 

Investment Objective

The investment objective of The Intermediate Term Municipal Bond Portfolio is to provide a high level of current income exempt from Federal income tax, consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.27 ]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.08 ]% 

Total Annual Portfolio Operating Expenses

     [0.60 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes the reinvestment of all dividends and distributions in shares of the Portfolio, that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [61

3 Years

   $ [192

5 Years

   $ [335

10 Years

   $ [750
 

 

Portfolio Turnover

The Portfolio 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 transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 27.10]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy of the Portfolio and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax so that they will qualify to pay “exempt-interest dividends” (“Municipal Securities”). Municipal Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays 3-15 Year Blend Municipal Bond Index, currently 2 to 20 years. Municipal Securities acquired for the Portfolio will generally be rated in one of the three highest rating categories assigned by one of the major independent rating agencies (“A” or higher by Moodys, or Standard & Poor’s), or are, in the view of the Specialist Manager, deemed to be of comparable quality. The Portfolio is, however, authorized to invest up to 15% of its assets in Municipal Securities that are rated in the fourth highest category and up to 10% of its assets in high yield securities (“junk bonds”). Fixed income securities rated in the fourth highest rating category by a rating agency may have speculative characteristics. The Portfolio is also authorized to invest in securities issued by other investment companies, such as ETFs and closed-end funds, that invest in Municipal Securities. Also, the Portfolio is authorized to invest up to 20% of its net assets in taxable instruments.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

125


The Intermediate Term Municipal Bond Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Tax Risk – Changes in Federal tax laws or regulations could change the tax-exempt status of income from any or all of the Portfolio’s municipal securities. In addition, short-term capital gains and a portion of any gain attributable to bonds purchased at market discount will be treated as ordinary income for Federal tax purposes.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will

   

rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – Municipal securities held by the Portfolio may be called (prepaid) before their maturity dates. This usually occurs as interest rates are declining. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. In addition, the Portfolio may lose price appreciation if a bond it holds is called earlier than scheduled.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. The prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health. Change in market interest rates will also affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments,

 

 

126


The Intermediate Term Municipal Bond Portfolio (continued)

 

 

 

legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the

   

exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

127


The Intermediate Term Municipal Bond Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Intermediate Term Municipal Bond Portfolio has performed, and how its performance has varied from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on July 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 4.16%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     2nd Qtr. 2011        3.68

Worst quarter:

     4th Qtr. 2016        -2.51

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
July 6,
2010
 

The Intermediate Term Municipal Bond Portfolio

      

HC Advisors Shares

      

– Before Taxes

     1.00     1.94     2.87

– After Taxes on Distributions

     0.99     1.93     2.86

– After Taxes on Distributions and Sale of Portfolio Shares

     1.44     1.97     2.81

Bloomberg Barclays 3-15 Year Blend Municipal Bond Index (reflects no deduction for fees, expenses or taxes)

     1.54     3.22     3.44

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

128


The Intermediate Term Municipal Bond Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

City of London Investment Management Company Limited (“CLIM”) and Mellon Investments Corporation (“Mellon”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

CLIM: James Millward, Michael Edmonds and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since June, 2018.

Mellon: Daniel Marques has managed the Portfolio since January, 2012.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s dividend distributions are expected to be excludable from gross income for Federal income tax purposes. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Portfolio may also make distributions that are taxable to you as ordinary income or capital gains. Dividend distributions taxable as ordinary income can result, in part, because of the failure of a municipal security owned by the Portfolio to meet certain legal requirements or because of a change in law. Additionally, dividend distributions taxable as capital gains can result, in part, from the Portfolio’s sale of a municipal security owned by the Portfolio for more than its cost.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

129


The Intermediate Term Municipal Bond II Portfolio

 

 

Investment Objective

The investment objective of The Intermediate Term Municipal Bond II Portfolio is to provide as high a level of current income exempt from Federal income tax, as is consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Advisors Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses *

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

    
[0.24
 
]% 

Distribution and/or Service (12b-1) Fees

     0.25

Other Expenses

     [0.10 ]% 

Total Annual Portfolio Operating Expenses

     [0.59 ]% 

 

*

During the Portfolio’s prior fiscal year, HC Advisors Shares were operational only for a portion of the period. Therefore, these amounts have been estimated.

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [60

3 Years

   $ [189

5 Years

   $ [329

10 Years

   $ [738

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy of the Portfolio and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax, and include general obligation bonds and notes, revenue bonds and notes (including industrial revenue bonds and municipal lease obligations), as well as participation interests relating to such securities and are referred to as “Municipal Securities.” The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. Municipal Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays 3-15 Year Blend Municipal Bond Index, currently 2 to 10 years. The Portfolio may invest in securities issued by other investment companies, including ETFs and closed-end funds, that invest in Municipal Securities.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

130


The Intermediate Term Municipal Bond II Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

There are also risks associated with the overall structure of the

Portfolio. These include:

 

   

Tax Risk – Changes in Federal tax laws or regulations could change the tax-exempt status of income from any or all of the Portfolio’s municipal securities. In addition, short-term capital gains and a portion of any gain attributable to bonds purchased at market discount will be treated as ordinary income for Federal tax purposes.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will

   

rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – Municipal Securities held by the Portfolio may be called (prepaid) before their maturity dates. This usually occurs as interest rates are declining. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. In addition, the Portfolio may lose price appreciation if a bond it holds is called earlier than scheduled.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax

 

 

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The Intermediate Term Municipal Bond II Portfolio (continued)

 

 

 

treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

   

Revenue Bonds Risk – Payments of interest and principal are made only from the revenues generated by a particular facility, class of facilities or the proceeds of a special tax, or other revenue source, and depends on the money earned by that source.

 

   

Private Activity Bonds Risk – Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment. The Portfolio’s investments may consist of private activity bonds that may subject certain shareholders to an alternative minimum tax.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the

   

following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

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The Intermediate Term Municipal Bond II Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Intermediate Term Municipal Bond II Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Advisors Shares yearly performance for each full calendar year since the Portfolio’s HC Advisors Shares inception on October 5, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Advisors Shares before-tax return for the period from January 1, 2019 through March 31, 2019 (non-annualized) was 1.18%. The Portfolio’s HC Advisors Shares ceased operations in May 2019, therefore performance is shown through the most recently completed calendar quarter ended March 31, 2019.

 

Best quarter:

     2nd Qtr. 2011        3.26

Worst quarter:

     4th Qtr. 2016        -2.44

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
October 5,
2010
 

The Intermediate Term Municipal Bond II Portfolio

      

HC Advisors Shares

      

– Before Taxes

     1.35     2.00     2.31

– After Taxes on Distributions

     1.30     1.96     2.26

– After Taxes on Distributions and Sale of Portfolio Shares

     1.69     2.01     2.27

Bloomberg Barclays 5-Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses or taxes)

     1.79     1.88     2.16

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

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The Intermediate Term Municipal Bond II Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Breckinridge Capital Advisors, Inc. (“Breckinridge”) and City of London Investment Management Company Limited (“CLIM”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Breckinridge: Peter Coffin and Matthew Buscone have co-managed the Portfolio since March, 2010. Ji Young Jung has co-managed the Portfolio since March 2013. Sara Chanda has co-managed the Portfolio since December, 2013. Jeffrey Glenn has co-managed the Portfolio since May 2015. Eric Haase has co-managed the Portfolio since May 2016. Khurram Gillani has co-managed the Portfolio since December 2016. Allyson Gerrish has co-managed the Portfolio since July 2018.

CLIM: James Millward, Michael Edmonds and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since June, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s dividend distributions are expected to be excludable from gross income for Federal income tax purposes. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Portfolio may also make distributions that are taxable to you as ordinary income or capital gains. Dividend distributions taxable as ordinary income can result, in part, because of the failure of a municipal security owned by the Portfolio to meet certain legal requirements or because of a change in law. Additionally, dividend distributions taxable as capital gains can result, in part, from the Portfolio’s sale of a municipal security owned by the Portfolio for more than its cost.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

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Summary of Other Important Information Regarding Portfolio Shares

 

Purchasing and Selling Your Shares

You may purchase HC Advisors Shares of the Portfolio only if you are a client of any financial intermediary (each an “Intermediary”) that (i) has entered into, and maintains, a client agreement with the Adviser; and (ii) acting in accordance with discretionary authority on behalf of such Intermediary’s fiduciary clients, seeks to invest in one or more of the Trust’s Portfolios. HC Advisors Shares of the Portfolio are sold at their net asset value per share (“NAV”) next calculated after your purchase order is received by the Trust. You may redeem your shares in the Portfolio on any regular business day. Redemption requests for all or any portion of your account with the Trust, must be in writing and must be signed by the shareholder(s) named on the account or an authorized representative.

The Trust does not impose investment minimums or sales charges of any kind. If your account falls below $5,000, the Trust may ask you to increase your balance. In addition, if you purchase shares of the Trust through a program of services offered by a financial intermediary, you may incur advisory fees or custody expenses in addition to those expenses described in this Prospectus. Investors should contact such intermediary for information concerning what, if any, additional fees may be charged.

Payment to Broker-Dealers and Other Financial Institutions

If you purchase shares of the Portfolio through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Portfolio and its distributor may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary to recommend the Portfolio over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.

 

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More Information About Fund Investments and Risks

 

The Value Equity Portfolio

The Portfolio is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability.

Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric is currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio is managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index. Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:

  

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Value Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Value Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Value Index.

The Mellon Investment Selection Process:

  

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:

  

Parametric currently manages assets for the Portfolio using four separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

 

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More Information About Fund Investments and Risks (continued)

 

 

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the U.S. Large Cap Value market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Institutional Value Equity Portfolio

The Portfolio is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability.

Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts and exchange-traded funds in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in commercial paper.

 

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More Information About Fund Investments and Risks (continued)

 

 

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric and PIMCO are currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio is managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Value Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Value Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Value Index.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy” and a “Targeted Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below.

 

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More Information About Fund Investments and Risks (continued)

 

 

  

Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The PIMCO Investment Selection Process:   

PIMCO employs an investment approach typically referred to as an enhanced-index strategy to attempt to outperform the S&P 500 Index (the “Index”), a widely used measure of the U.S. stock market. PIMCO generally invests in S&P 500 Index linked derivatives, such as futures contracts, which provide passive exposure to the return of the Index. It then fully collateralizes this exposure with an actively managed, short duration portfolio of fixed-income securities that offers the potential for excess returns relative to the Index. While most of the performance is driven by the passive stock exposure, PIMCO’s active management of the underlying bond collateral seeks to add incremental return above that of the Index.

  

The security and sector specific sources of the additional yield over money market rates in the portfolio will vary over time depending on PIMCO’s views of relative value in the fixed income market, although the yield premium from any given security will generally fall into one or more of four categories: liquidity premium, term premium, credit premium and volatility premium. Securities that have a modestly longer duration than the zero to three month term of the equity index futures contracts will generally provide incremental yield in the form of a term premium. In most market environments, PIMCO also attempts to capture both the credit yield premium provided by holding a portion of the fixed income portfolio in securities with some modest sensitivity to credit risk, like corporate bonds, and the volatility yield premium provided by holding high quality mortgage securities.

The PIMCO/Parametric Investment Selection Process:   

PIMCO, through sub-adviser, Parametric, currently manages assets for the Portfolio using the PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (the “RAFI US Multifactor Strategy”). The RAFI US Multifactor Strategy is a smart beta strategy that seeks to track the investment results of the RAFI Dynamic Multi-Factor U.S. Index and is designed to take time-varying exposures to five return factors: value, momentum, low volatility, quality and size. By diversifying and weighting across these factors through a combination of valuation and momentum metrics, the RAFI US Multifactor Strategy seeks to build the most attractive factor portfolios under the premise that that individual factors become cheap and expensive before ultimately ‘mean reverting’ (as do the prices of individual stocks, sectors and countries).

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Growth Equity Portfolio

The Portfolio is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings. Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

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More Information About Fund Investments and Risks (continued)

 

 

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Jennison and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index. Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Growth Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Growth Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Growth Index.

The Jennison Investment Selection Process:   

Jennison selects stocks on a company-by-company basis, driven by fundamental research. The bottom-up approach seeks to find companies that possess some or all of the following characteristics: above-average growth in units, revenues, cash flows, and earnings; a defendable competitive position; an enduring business franchise offering a differentiated product and/or service; as well as companies with a proven management team. It is also important for companies to have a robust balance sheet with a high or improving return on equity, return on assets or return on invested capital. Jennison will consider selling or reducing the weight of a position in the Portfolio if there is a change in a stock’s fundamentals that Jennison views as unfavorable; the stock reaches its full valuation; or a more attractive Portfolio candidate emerges.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using four separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

 

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More Information About Fund Investments and Risks (continued)

 

 

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the U.S. Large Cap Growth market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Institutional Growth Equity Portfolio

The Portfolio is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings.

Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Institutional Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts, swaps and exchange-traded funds in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in commercial paper.

 

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Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Jennison, Parametric and PIMCO are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Growth Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Growth Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Growth Index.

The Jennison Investment Selection Process:   

Jennison selects stocks on a company-by-company basis, driven by fundamental research. The bottom-up approach seeks to find companies that possess some or all of the following characteristics: above-average growth in units, revenues, cash flows, and earnings; a defendable competitive position; an enduring business franchise offering a differentiated product and/or service; as well as companies with a proven management team. It is also important for companies to have a robust balance sheet with a high or improving return on equity, return on assets or return on invested capital. Jennison will consider selling or reducing the weight of a position in the Portfolio if there is a change in a stock’s fundamentals that Jennison views as unfavorable; the stock reaches its full valuation; or a more attractive Portfolio candidate emerges.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the using three separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy” and a “Targeted Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of

The PIMCO/Parametric Investment Selection Process:   

PIMCO, through sub-adviser, Parametric, currently manages assets for the Portfolio using the PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (the “RAFI US Multifactor Strategy”). The RAFI US Multifactor Strategy is a smart beta strategy that seeks to track the investment results of the RAFI Dynamic Multi-Factor U.S. Index and is designed to take time-varying exposures to five return factors: value, momentum, low volatility, quality and size. By diversifying and weighting across these factors through a combination of valuation and momentum metrics, the RAFI US Multifactor Strategy seeks to build the most attractive factor portfolios under the premise that that individual factors become cheap and expensive before ultimately ‘mean reverting’ (as do the prices of individual stocks, sectors and countries).

 

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exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The PIMCO Investment Selection Process:   

PIMCO employs an investment approach typically referred to as an enhanced-index strategy to attempt to outperform the S&P 500 Index (the “Index”), a widely used measure of the U.S. stock market. PIMCO generally invests in S&P 500 Index linked derivatives, such as futures contracts, which provide passive exposure to the return of the Index. It then fully collateralizes this exposure with an actively managed, short duration portfolio of fixed-income securities that offers the potential for excess returns relative to the Index. While most of the performance is driven by the passive stock exposure, PIMCO’s active management of the underlying bond collateral seeks to add incremental return above that of the Index.

  

The security and sector specific sources of the additional yield over money market rates in the portfolio will vary over time depending on PIMCO’s views of relative value in the fixed income market, although the yield premium from any given security will generally fall into one or more of four categories: liquidity premium, term premium, credit premium and volatility premium. Securities that have a modestly longer duration than the zero to three month term of the equity index futures contracts will generally provide incremental yield in the form of a term premium. In most market environments, PIMCO also attempts to capture both the credit yield premium provided by holding a portion of the fixed income portfolio in securities with some modest sensitivity to credit risk, like corporate bonds, and the volatility yield premium provided by holding high quality mortgage securities.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Small Capitalization-Mid Capitalization Equity Portfolio

The Portfolio is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. Consistent with this objective the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

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Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Frontier and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are is designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of the Russell® 3000 Index which consists of “small” and “mid” capitalization issuers. The particular segments of the Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell Indices are unmanaged, market cap-weighted indices, which are reviewed and reconstituted each year. Further information about the Russell Indices appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell® 3000 Index.

 

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The Frontier Investment Selection Process:   

Frontier seeks to identify companies with unrecognized earning potential. Factors that may be relevant in the process include earnings per share, growth and price appreciation. Frontier’s investment process combines fundamental research with a valuation model that screens for equity valuation, forecasts for earnings growth and unexpectedly high or low earnings. Generally, Frontier will consider selling a security if Frontier believes that earnings or growth potential initially identified by Frontier has been realized; the factors that underlie the original investment decision are no longer valid; or a more attractive situation is identified.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of a U.S. small- and mid-cap index which consists of “small” and “mid” capitalization issuers. The particular segments of the index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. small- and mid-cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the U.S. Small Cap market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

 

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At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

The Portfolio is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. Consistent with this objective the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Frontier and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of the Russell® 3000 Index which consists of “small” and “mid” capitalization issuers. The particular segments of the Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell Indices are unmanaged, market cap-weighted indices, which are reviewed and reconstituted each year. Further information about the Russell Indices appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell® 3000 Index.

The Frontier Investment Selection Process:   

Frontier seeks to identify companies with unrecognized earning potential. Factors that may be relevant in the process include earnings per share, growth and price appreciation. Frontier’s investment process combines fundamental research with a valuation model that screens for equity valuation, forecasts for earnings growth and unexpectedly high or low earnings. Generally, Frontier will consider selling a security if Frontier believes that earnings or growth potential initially identified by Frontier has been realized; the factors that underlie the original investment decision are no longer valid; or a more attractive situation is identified.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of a U.S. small- and mid-cap index which consists of “small” and “mid” capitalization issuers. The particular segments of the index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. small- and mid-cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

 

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At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Real Estate Securities Portfolio

The Real Estate Securities Portfolio invests primarily in equity and debt securities of real estate companies, including companies known as real estate investment trusts (REITs) and other real estate operating companies whose value is derived from ownership, development and management of underlying real estate properties. The Portfolio’s permissible investments include equity and equity-related securities of real estate-related companies, including common stock, preferred stock, convertible securities, warrants, options, depositary receipts and other similar equity equivalents. The Portfolio also may invest in equity and equity-related and fixed income securities, including debt securities, mortgage-backed securities, high yield debt, and private placements. The Portfolio may invest both in companies which are located in emerging markets countries.

Consistent with its investment style, the Portfolio’s Specialist Manager may use instruments such as option or futures contracts or exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric and Wellington Management are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT. The particular segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Dow Jones US Select REIT Index is designed to provide a measure of real estate securities that serve as proxies for direct real estate investing, in part by excluding securities whose value is not always closely tied to the value of the underlying real estate. The Index is a market capitalization weighted index of publicly traded REITs and is comprised of companies whose charters are the equity ownership and operation of commercial real estate and which operate under the REIT Act of 1960. The FTSE EPRA/NAREIT Global Real Estate Index Series is designed to represent general trends in eligible listed real estate stocks worldwide. Relevant real estate activities are defined as the ownership, trading and development of income-producing real estate. Further information about the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT. The particular segments of these indices that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Fund’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The Wellington Management Investment Selection Process:   

Wellington Management attempts to provide attractive long-term total return by investing in companies with activities primarily in, or related to, commercial real estate development, operation, and ownership. The investment approach seeks to add value through independent, bottom-up, fundamental research, security selection and top-down sector weightings.

 

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Individual company research begins by reviewing the quality, depth, and strategy of management. Wellington Management evaluates management’s ability to increase shareholder value and control risk and also seeks to identify companies with the following characteristics:

  

 

•  A disciplined investment strategy, coupled with a solid development and operating track record, and a clear understanding of their own cost of capital.

 

•  The ability to deliver high levels of same-unit rent growth and occupancy gains on a relative basis.

 

•  Strong and flexible balance sheets in terms of the ability to fund future acquisition growth and increase dividends.

 

•  Attractive relative valuations between the public and private markets in terms of (1) replacement cost and (2) earnings yield in the public market versus capitalization rates on private market transactions

  

Sector weights and geographic diversification are influenced by a top-down analysis of the real estate market. Top-down analysis is based on three broad components:

  

Macroeconomic trends. Relevant trends affecting the supply and demand for real estate, demographic trends, employment growth, and building permit changes are monitored. Wellington Management also incorporates its long-term interest rate forecasts that affect both the cost of capital for real estate companies and the relative attractiveness of high yield stocks.

  

Private real estate market trends. The real estate market is predominantly privately owned and therefore this sector exhibits many commodity-like characteristics. Accordingly, a thorough understanding of private market investment spreads, mortgage spreads, and capital flows is necessary to assess public market company net asset values.

  

Sector specific trends. Wellington Management identifies important trends in retail, non-bank financials, health care, and other sectors within the market to anticipate the impact of those dynamics on real estate companies.

  

Sell criteria. Wellington Management will consider selling a position when: a better opportunity exists on a risk-adjusted basis; price to net asset value is unattractive (subject to public/ private market arbitrage), or security becomes fully priced on other valuation metrics (price to free cash flow growth plus dividend, IRR, dividend discount); management disappoints; fundamental trends of a company’s underlying assets are deteriorating; or company lacks further catalysts which will drive cash flow and/or NAV growth.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

 

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The Commodity Returns Strategy Portfolio

Commodities are assets that have tangible properties, such as oil, gas, energy, precious metals, industrial metals and agricultural products. Commodity-related industries include, but are not limited to: (a) those directly engaged in the production of commodities, such as minerals, metals, agricultural commodities, chemicals, pulp and paper, building materials, oil and gas, other energy or other natural resources; and (b) companies that use commodities extensively in their products or provide services to commodity-related industries.

The Portfolio intends to invest in commodity-linked derivative instruments, in particular structured notes and futures contracts. The Portfolio will typically seek to gain exposure to the commodities markets by making direct investments in commodity-linked notes and by investing a portion of its assets in the Subsidiaries. The Portfolio may also seek to replicate the performance of a commodity index or structured note by investing in futures contracts. Commodity-linked structured notes and other commodity-linked derivative instruments (other than futures contracts) are hybrid instruments excluded from regulation under the Commodity Exchange Act (the “Act”). From time to time, the Portfolio may invest in instruments that are regulated under the Act. A hybrid instrument is a derivative instrument. Its value is derived from, or linked to, the value of another instrument or asset. Hybrid instruments have a higher risk of volatility and loss of principal. The Subsidiaries may invest without limitation in commodity-linked derivative instruments, such as swaps, futures and options. The Subsidiaries may also invest in debt securities, some of which are intended to serve as margin or collateral for the Subsidiaries’ derivatives positions, and other investment vehicles that invest in commodities and commodity-related instruments.

The Portfolio will invest globally and may invest without limit in securities of non-U.S. issuers. The Portfolio may invest in securities of foreign issuers in foreign markets and in the form of American Depository Receipts (“ADRs”), European Depository Receipts (“EDRs”) and other depository receipts.

Under normal market conditions, the Portfolio will invest in the securities of companies domiciled primarily in developed countries, but the equity portion of the Portfolio may invest up to 50% of its net assets in securities of companies domiciled in emerging markets countries.

The Portfolio may invest up to 20% of its assets in preferred securities of companies in commodity-related industries. The Portfolio will not invest more than 20% of its net assets in preferred stock rated below investment grade or unrated securities of comparable quality. Securities of non-investment grade quality are regarded as having predominantly speculative characteristics with respect to the capacity of the issuer of the securities to pay interest and repay principal.

The Portfolio may also invest up to 15% of its net assets in illiquid securities.

Current net asset value per share for the Commodity Returns Strategy Portfolio can be obtained by calling 1-800-242-9596.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric, PIMCO, Vaughan Nelson and Wellington Management are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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on market capitalization, in global natural resources and commodities businesses that meet certain investability requirements. Further information about the MSCI ACWI Natural Resources Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI ACWI Natural Resources Index.

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI ACWI Commodity Producers Index. The particular segments of the MSCI ACWI Commodity Producers Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI ACWI Commodity Producers Index is comprised of a global opportunity set of commodity producers in the energy, metal and agriculture sectors. Further information about the MSCI ACWI Commodity Producers Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI ACWI Commodity Producers Index.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI ACWI Natural Resources Index. The particular segments of the MSCI ACWI Natural Resources Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The MSCI ACWI Natural Resources Index is comprised of large publicly traded companies, based

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the commodities market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

The PIMCO Investment Selection Process:   

The investment process for PIMCO’s commodity strategies involves two concurrent efforts: managing the commodities exposure and managing the collateral exposure.

  

PIMCO achieves commodity index exposure through total return index swaps and/or commodity futures. Swap trades are executed with multiple counterparties. Futures trades are executed with multiple brokers and cleared through the relevant commodity futures exchange. In either case, the implementation is managed in a way that seeks to minimize any potential impact on the swaps or futures markets as the positions are established.

 

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When commodity index exposure is obtained, PIMCO integrates a range of commodity alpha strategies around the core index exposure. In order to implement a range of active commodity strategies, PIMCO uses multiple approaches to analyze commodity markets and investment opportunities. These include bottom-up fundamental analysis based on supply-demand balance and inventory projections models; top-down macro analysis; flow analysis which helps assess producer and consumer flows and speculative positioning to identify structural mispricings; and an analysis of potentially recurring structural risk premiums. The resulting strategies are comprised of fundamentally-driven directional views, as well as relative value trades, which include:

  

 

•  Modified Roll Strategies – actively rolling various futures contracts on days outside of the index-specified roll dates;

 

•  Calendar/Seasonality Strategies – actively managing commodity futures exposure across the forward curve in an effort to capitalize on inventory pressures, seasonal risk premiums, and other factors influencing the shape of the curves;

 

•  Substitution Strategies – actively substituting highly correlated contracts or products for others in an effort to tactically exploit relative value distortions; and

 

•  Volatility Strategies – actively identifying pockets of structurally rich commodity volatility to sell, whether caused by physical hedgers, futures, speculators, or Wall Street dealers.

  

PIMCO’s approach is to implement multiple, concurrent alpha strategies where no single trade dominates exposure. PIMCO proactively adjusts exposures based on the current and changing attractiveness of expected returns relative to risk.

The Vaughan Nelson Investment Selection Process:   

In making investment decisions for the Portfolio, Vaughan Nelson employs bottom-up fundamental analysis and achieves flexibility in fixed income portfolio construction through duration/yield curve positioning and opportunistic trading efficiencies to produce a value-oriented portfolio of energy/commodity sector fixed income securities. Vaughan Nelson tries to emphasize capital preservation relative to other opportunities within its investment universe and, therefore, focuses on companies’ balance sheets, short-term liquidity and asset bases. The sell discipline is driven by a combination of factors, including the realization of the investment objective, new risks materializing, credit quality deterioration or a better relative value opportunity is uncovered.

The Wellington Management Investment Selection Process:   

Wellington Management currently manages assets for the Portfolio using two separate and distinct strategies.

  

With respect to the portion of the Portfolio invested in securities issued by companies in commodity-related industries (the “Commodity Related Securities” portion), Wellington Management invests primarily in equity and equity-related securities of companies worldwide that are expected to benefit from rising demand for natural resources and natural resource-based products and services. These investments fall within three major sectors: 1) energy, 2) metals and mining and 3) other natural resource-based industries such as agriculture.

  

Portfolio weights across these natural resources sectors are driven by bottom up stock selection. Wellington Management uses fundamental research to identify companies with attractive growth prospects and relative values. A large number of companies worldwide in the relevant sub-sectors are monitored and stocks are added or deleted from the Portfolio on the basis of relative attractiveness. Wellington Management uses a variety of tools such as income statement and balance sheet analysis, cash flow projections, and asset value calculations to analyze companies. Particularly in the oil and gas industry, specific accounting issues play an important role.

  

Natural resources companies often operate in countries that are different from the country in which their securities trade. The country allocation is primarily a result of the security selection; however, an important element of this analysis is the economic and political dynamics of each of these countries.

 

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Companies are typically sold from the Commodity Related Securities portion when they appreciate to the high-end of the team’s price range or as better opportunities become available. Names will also be sold as a result of fundamental shortfalls, including management’s inability to execute their stated strategy or a meaningful change in the strategy upon which Wellington Management had built its investment thesis.

  

The other strategy (the “Commodity Strategy”) employed by Wellington Management will be implemented primarily through one of the Subsidiaries. In the Commodity Strategy, Wellington Management invests in commodity-linked derivative instruments, such as swaps, futures and options, based on its initial research. Positions are rebalanced based on fundamental views, quantitative model results, seasonal factors, and each commodity’s historical price range. The investment universe is not constrained to the commodities held within the Commodity Related Securities strategy.

  

On the supply side, market structure and marginal supplier behavior influence short-term commodity prices. In the long-term, supply is driven by a producer’s outlook for a commodity. The outlook incorporates future price and cost projections, including capital expenditures required to replace machinery, add capacity, and explore for new reserves.

  

Through its analysis of supply and demand fundamentals, Wellington Management seeks to identify attractive investment opportunities in individual commodities.

  

The Commodity Strategy maintains diversified exposure to the four major commodity sectors (Energy, Industrial Metals, Precious Metals and Agriculture & Livestock). Wellington Management manages exposure to these sectors based on its top-down view of the attractiveness of each sector, which is influenced by the outlook for global economic growth, global inflation pressure, and major currency relationships, as well as its bottom-up view on the attractiveness of each sector and the roll yield prevailing in the sector.

  

While there is no formally defined buy and sell discipline within the Commodities Strategy, Wellington Management will tend to sell or underweight commodities as they near or reach the top of our price range, and buy or overweight commodities as they near or reach the bottom of our price range.

The ESG Growth Portfolio

The Portfolio seeks to achieve its total return objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization. The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

Under the supervision of the Adviser, environmental, social and governance criteria (“ESG Factors) will be integrated into the Portfolio’s security selection process through the application of non-financial criteria (“ESG Screens”). The ESG Screens used by the Portfolio are determined with the use of third party data and ESG rating agencies which take into account a company’s performance around environmental, social and corporate governance practices. These may include (but are not limited to) such themes as climate change, resource efficiency, labor standards, product and service safety, community engagement, board policies, and corporate structure. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Advisor’s opinion ESG Factors are not applicable or it is not possible to implement them. The ESG Screens will be applied by the Specialist Managers that manage the Portfolio under the direction of the Adviser. The ESG Screens used by each Specialist Manager may differ from one another.

 

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Specialist Managers. Currently, three Specialist Managers have been retained to provide day-to-day portfolio management services to the Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

Agincourt may invest in fixed income securities including but not limited to, government, corporate credit and asset backed securities, both investment grade and below investment grade, of varying maturities and durations, as well as non-US Dollar denominated bonds of non-US domiciled sovereign and corporate issuers, including issuers in emerging markets. Debt instruments such as structured notes and similar instruments including collateralized loan obligations and collateralized debt obligations may also be acquired.

The Mellon Investment Selection Process:   

Mellon has been retained to manage the Portfolio’s investment in equity securities. using a fundamentally-based, systematically implemented investment strategy designed to capture specific factors, industry characteristics and market characteristics within the equity markets and as identified by the Adviser.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

With respect to a portion of the investment process, the Adviser determines what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in a Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser may seek to implement exposure to that asset with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure, as part of its “Targeted Strategy” described below, relying on its trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

The Catholic SRI Growth Portfolio

The Portfolio seeks to achieve its objective subject to emphasizing socially responsible investments, by investing primarily in equity securities while retaining the flexibility to invest in fixed income securities. In addition to equity and fixed income securities, the Portfolio may invest in other instruments, including, but not limited to, derivatives. The Portfolio is permitted to

 

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invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization. The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents. The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Additionally, in seeking to achieve its objective, the Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards.

With respect to the Portfolio’s socially responsible investments, under the supervision of the Adviser, the Portfolio integrates a range of social and moral concerns into its security selection process. These issues may include protecting human life; promoting human dignity; reducing arms production; pursuing economic justice; protecting the environment, and encouraging corporate responsibility. This will be accomplished with reference to the principles contained in the United States Conference of Catholic Bishops’ (“USCCB”) Socially Responsible Investing Guidelines (“Social Guidelines”). Potential investments for the Portfolio are selected for financial soundness and evaluated according to the Portfolio’s social criteria. With respect to the Adviser’s part of the investment process, the Adviser determines what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser may seek to implement exposure to that asset with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure, as part of its “Targeted Strategy” described below, relying on its trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

Specialist Managers. Currently, three Specialist Managers have been retained to provide day-to-day portfolio management services to the Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

Agincourt may invest in fixed income securities including but not limited to, government, corporate credit and asset backed securities, both investment grade and below investment grade, of varying maturities and durations, as well as non-US Dollar denominated bonds of non-US domiciled sovereign and corporate issuers, including issuers in emerging markets. Debt instruments such as structured notes and similar instruments including collateralized loan obligations and collateralized debt obligations may also be acquired.

The Mellon Investment Selection Process:   

Mellon has been retained to manage the Portfolio’s investment in equity securities. using a fundamentally-based, systematically implemented investment strategy designed to capture specific factors, industry characteristics and market characteristics within the equity markets and as identified by the Adviser.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

 

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In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The International Equity Portfolio

The Portfolio is designed to invest in the equity securities of non-U.S. issuers. Although the Portfolio may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”). Currently, these markets are Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Consistent with its objective, the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. The Portfolio may engage in transactions involving “derivative instruments” – forward foreign currency exchange contracts, currency swaps or option or futures contracts – in order to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated or to achieve market exposure pending investment. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in high-quality short-term debt instruments (including repurchase agreements) denominated in U.S. or foreign currencies for temporary purposes. Up to 10% of the total assets of the Portfolio may be invested in securities of companies located in emerging market countries.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Artisan Partners, Causeway, CLIM and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio may be managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Artisan Partners Investment Selection Process:   

In selecting investments for the Portfolio, Artisan Partners employs a fundamental stock selection process focused on identifying long-term growth opportunities to build a portfolio of non-U.S. growth companies of all market capitalizations. Artisan Partners seeks to invest in companies within its preferred themes with sustainable growth characteristics at attractive valuations that do not fully reflect their long-term potential.

  

•  Themes. Artisan Partners identifies long-term secular growth trends with the objective of investing in companies that have meaningful exposure to these trends. Artisan Partners’ fundamental analysis focuses on those industry leaders with attractive growth and valuation characteristics that will be long-term beneficiaries of any structural change and/or trend.

 

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•  Sustainable Growth. Artisan Partners applies a fundamental approach to identifying the long-term, sustainable growth characteristics of potential investments. Artisan Partners seeks high-quality companies that typically have a sustainable competitive advantage, a superior business model and a high-quality management team.

 

•  Valuation. Artisan Partners uses multiple valuation metrics to establish a target price range. Artisan Partners assesses the relationship between its estimate of a company’s sustainable growth prospects and its current valuation. The Portfolio may sell a security when Artisan Partners thinks the security is approaching full valuation, changing circumstances affect the original reasons for its purchase, the company exhibits deteriorating fundamentals, or more attractive opportunities are identified.

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Further information about the MSCI EAFE Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Causeway Investment Selection Process:   

Causeway follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, Causeway then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. Causeway also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that Causeway buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound. Causeway considers whether a company has each of the following value characteristics when purchasing or selling securities in this strategy:

  

 

•  low price-to earnings ratio relative to the sector,

 

•  high yield relative to the market,

 

•  low price-to-book value ratio relative to the market,

 

•  low price-to-cash flow ratio relative to the market, and

 

•  financial strength.

  

Generally, price-to-earnings ratio and yield are the most important factors.

 

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The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

  

 

•  The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

 

•  The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

 

•  The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

 

•  Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the international equity market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the

 

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Adviser seeks to implement the exposure with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

The Institutional International Equity Portfolio

The Portfolio is designed to invest in the equity securities of non-U.S. issuers. Although the Portfolio may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”). Currently, these markets are Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Consistent with its objective, the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. The Portfolio may engage in transactions involving “derivative instruments” – forward foreign currency exchange contracts, currency swaps or option or futures contracts – in order to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated or to achieve market exposure pending investment. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in high-quality, short-term debt instruments (including repurchase agreements) denominated in U.S. or foreign currencies for temporary purposes. Up to 10% of the total assets of the Portfolio may be invested in securities of companies located in emerging market countries.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Artisan Partners, Causeway, CLIM, Lazard and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio may be managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Artisan Partners Investment Selection Process:   

In selecting investments for the Portfolio, Artisan Partners employs a fundamental stock selection process focused on identifying long-term growth opportunities to build a portfolio of non-U.S. growth companies of all market capitalizations. Artisan Partners seeks to invest in companies within its preferred themes with sustainable growth characteristics at attractive valuations that do not fully reflect their long-term potential.

  

•  Themes. Artisan Partners identifies long-term secular growth trends with the objective of investing in companies that have meaningful exposure to these trends. Artisan Partners’ fundamental analysis focuses on those industry leaders with attractive growth and valuation characteristics that will be long-term beneficiaries of any structural change and/or trend.

 

•  Sustainable Growth. Artisan Partners applies a fundamental approach to identifying the long-term, sustainable growth characteristics of potential investments. Artisan Partners seeks high-quality companies that typically have a sustainable competitive advantage, a superior business model and a high-quality management team.

 

•  Valuation. Artisan Partners uses multiple valuation metrics to establish a target price range. Artisan Partners assesses the relationship between its estimate of a company’s sustainable growth prospects and its current valuation. The Portfolio may sell a security when Artisan Partners thinks the security is approaching full valuation, changing circumstances affect the original reasons for its purchase, the company exhibits deteriorating fundamentals, or more attractive opportunities are identified.

 

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The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Further information about the MSCI EAFE Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Causeway Investment Selection Process:   

Causeway follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, Causeway uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, Causeway then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. Causeway also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that Causeway buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound. Causeway considers whether a company has each of the following value characteristics when purchasing or selling securities in this strategy:

  

 

•  low price-to earnings ratio relative to the sector,

 

•  high yield relative to the market,

 

•  low price-to-book value ratio relative to the market,

 

•  low price-to-cash flow ratio relative to the market, and

 

•  financial strength.

  

Generally, price-to-earnings ratio and yield are the most important factors.

The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

  

 

•  The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

 

•  The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

 

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•  The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

 

•  Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Lazard Investment Selection Process:   

Portfolio management is done through a “bottom-up” stock selection process utilizing a series of proprietary measures to identify the most attractive stocks in each industry. Specific measures are customized by industry and designed to capture those that the manager believes most significantly influence the price performance of that industry. Mispricings within industries are identified by looking at relative measures including Price/Book, Free Cash Flow/Price, Return on Equity for each company. Future growth is evaluated by examining trends in sales and earnings, R&D expense, operating margins, cash flow growth and other measures. Market sentiment is gauged through stock price strength and sell side analyst projections. Finally, sustainable quality is gauged by measuring the strength of a company’s earnings and its internal ability to grow its business.

  

Stock selection within different industries is influenced by different specific factors.

  

Every stock in the strategy’s universe is ranked on a daily basis and an expected return for the stock is developed. Trades are made when one stock’s expected return net of transaction costs is sufficiently greater than an existing holding to warrant the trade. Portfolios are reviewed daily but trading typically is done on a bi-monthly basis unless unusual circumstances exist.

  

In construction and monitoring of the portfolio, the team pays careful attention to the risk exposures. The management team strives to avoid macro-economic bets and unintended exposures to capitalization, systematic risk (Beta) and dividend yield. The team makes sure that the portfolio is well diversified by industry, sector and region roughly in proportion to the benchmark.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s

 

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likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

The Emerging Markets Portfolio

The Portfolio will diversify investments across several countries (typically at least 10) in order to reduce the volatility associated with specific markets. The number of countries in which the Portfolio invests will vary and may increase over time as the stock markets in other countries evolve. Typically 80% of the Portfolio’s net assets will be invested in equity securities, equity swaps, structured equity notes, equity linked notes and depositary receipts concentrated in emerging market countries.

The Portfolio may invest in common and preferred equity securities, publicly traded in the United States or in foreign countries in developed or emerging markets, including initial public offerings. As collateral for derivative securities, the Portfolio may also invest in fixed income securities rated investment grade or better issued by U.S. companies. The Portfolio’s equity securities may be denominated in foreign currencies and may be held outside the United States. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, the Portfolio may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.

The Portfolio invests primarily in the MSCI EM Index countries. As the MSCI EM Index introduces new emerging market countries, the Portfolio may include those countries among the countries in which it may invest.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. CLIM, Parametric and RBC GAM are currently responsible for implementing the active component of the Portfolio’s investment strategy. Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) also manage a portion of the Portfolio that may be managed using a “passive” or “index” investment approach designed to replicate the composition of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

  

Mellon

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EM Index. The particular segments of the MSCI EM Index that form the

 

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basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI EM Index is an unmanaged free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. Further information about the MSCI EM Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI EM Index.

The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

  

•  The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

 

•  The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

 

•  The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

 

•  Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Mellon Investment Selection Process   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EM Index. The particular segments of the MSCI EM Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the MSCI EM Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the emerging markets segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

 

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The RBC GAM Investment Selection Process:   

The RBC GAM Emerging Markets Equity team believes that companies with a sustainably high cash flow return on investment (CFROI®) produce superior returns and seeks to identify and invest in such companies. There are three components RBC GAM looks for when selecting securities for this strategy: 1) Strong management; 2) Quality franchises; and 3) Sustainability. The strategy emphasizes quality and long-term growth at a reasonable price, combining a fundamental bottom-up approach to stock selection with a top-down macroeconomic overlay driven by long-term secular themes.

  

RBC GAM generally sells stocks under the following circumstances: 1) The investment case has changed; 2) The valuation has increased to a level that supports realization of the profit; or 3) A better stock has been found.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Core Fixed Income Portfolio

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in fixed income securities. The Portfolio, under normal circumstances, invests predominantly in fixed income securities that, at the time of purchase, are rated in one of four highest rating categories assigned by one of the major independent rating agencies (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or are, in the view of the Specialist Manager, deemed to be of comparable quality. From time to time, a substantial portion of the Portfolio, a diversified investment company, may be invested in any of the following: (1) investment grade mortgage-backed or asset-backed securities; (2) securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies; (3) investment grade fixed income securities issued by U.S. corporations; or (4) municipal bonds (i.e., debt securities issued by municipalities and related entities). Under normal conditions, the Portfolio may invest up to 20% of its assets in high yield securities (“junk bonds”) as well as cash or money market instruments in order to maintain liquidity, or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Aggregate Bond Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Aggregate Bond Index as of June 30, 2019 was [12.9] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes. The Portfolio may also invest in commercial paper.

Specialist Managers. Agincourt and Mellon currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Agincourt Investment Selection Process:   

In making investment decisions for the Portfolio, Agincourt focuses its yield-driven, active management style using three strategies: sector management, security selection and yield-curve/duration management. The corporate sector allocation strategy uses a risk budgeting process to allocate across corporate sectors based on relative value. Security selection is based on qualitative factors (such as industry position, quality of management, and ratings agency trends) and quantitative factors (such as ratio analysis and security valuation analytics). Yield-curve/duration management is based on scenario analysis to test various yield curve structures and arranging the portfolio in a given duration, typically a shorter-than-market duration with modest adjustments. The sell discipline is fully integrated with the buy decision; as cheaper sectors/bonds become available, bonds are typically sold.

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index or the components thereof. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the index.

The Fixed Income Opportunity Portfolio

A principal investment strategy of the Portfolio is to invest in high yield securities including “junk bonds.” Under normal circumstances, at least 50% of the Portfolio’s assets will be invested in junk bonds. These securities are fixed income securities that are rated below the fourth highest category assigned by one of the major independent rating agencies or are, in the view of the applicable Specialist Manager, deemed to be of comparable quality. Junk bonds are considered speculative securities and are subject to the risks noted above and more fully discussed later in this Prospectus and in the Trust’s Statement of Additional Information. The Portfolio does not generally purchase “distressed” securities. The Portfolio may also acquire other fixed income securities, as indicated in the table of permissible investments set forth in the Statement of Additional Information. Such securities may include: commercial paper, collateralized loan obligations (CLOs), collateralized bond obligations (CBOs) and collateralized debt obligations (CDOs) (CDO investments are expected to be limited to less than 15% of the Portfolio), agency and non-agency mortgage-backed securities, collateralized mortgage obligations, commercial mortgage-backed securities and asset-backed securities, REITs, foreign fixed income securities, convertible bonds, preferred stocks, treasury inflation bonds, loan participations, swaps and fixed and floating rate loans.

The Portfolio may also invest in U.S. government securities, including but not limited to Treasuries, Agencies and Commercial Paper. Subject to the requirements under the Investment Company Act of 1940 (the “Investment Company Act”), the Portfolio may also hold shares of other investment companies, including investment companies that invest in high yield securities and floating rate debt securities. The Portfolio may hold a portion of its assets in cash or money market instruments in order to maintain liquidity or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase.

Consistent with its investment policies, the Portfolio may purchase and sell high yield securities. Purchases and sales of securities may be effected without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but, under normal circumstances, the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, which range, as of June 30, 2018, was between 1 and 13 years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment.

The performance benchmark for this Portfolio is the Credit Suisse High Yield Index (“CS High Yield Index”), an unmanaged index of high yield securities that is widely recognized as an indicator of the performance of such securities. The Specialist Manager actively manages the interest rate risk of the Portfolio relative to this benchmark.

 

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Specialist Managers. CLIM, Fort Washington, Mellon, Parametric and Western Asset currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

  

 

•  The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

 

•  The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

 

•  The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

 

•  Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Fort Washington Investment Selection Process:   

Fort Washington combines a top down, risk control approach with a bottom up credit analysis approach. The first three steps of the process are iterative, top down steps that help reduce downside risk while improving the risk return tradeoff of the portfolio. Fort Washington then narrows the universe to a smaller subset that it believes has the most appropriate upside-downside trade-off. To this smaller universe of securities, Fort Washington applies an analysis that focuses on a variety of critical credit variables.

  

With respect to the top down process, the High Yield team screens the universe from a top-down perspective by focusing on those industries that are more stable and predictable while avoiding industries characterized by excessive volatility and cyclicality. Preference is given to industries with rational competition and profiles suitable for leverage. With respect to the bottom up process, once a new credit opportunity that meets the strategy’s initial quality and risk/reward screening criteria is identified, its viability is assessed before moving on to in-depth research on the credit. An issuer which passes this initial screen is then subjected to a bottom-up credit selection process. Ft. Washington employs individual security credit analysis as well as relative value analysis for the credit’s sector and the high yield market.

  

The team exits positions that they feel have developed considerable downside risk. Positions are monitored for any adverse credit development which may trigger the sale or reassessment of the security. These developments are typically caused by a change in the economic outlook, a change in the credit’s outlook, or a negative or questionable change in the company’s management. Other factors that initiate a review and potential sale of a security include: a drop in the price of a security of 10 points versus the market, a decline in company fundamentals or an abrupt change in company management.

 

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The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to obtain the desired exposure efficiently. Our process is designed to provide customizable, consistent, and intelligent beta, utilizing a structural and fundamental approach to reduce unwanted risks and/or exposures. The decision making process is primarily driven by the outputs of our models, which the investment team uses to identify the optimal term structure and sector allocation while managing risk and generating consistent performance. The portfolio managers ultimately make buy and sell decisions in reference to the model recommendations, and their decision must be approved by a senior member of the team.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Fund’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The Western Asset Investment Selection Process:   

Western Asset’s structured product philosophy combines a traditional fundamental value orientation with bottom-up credit research. Western Asset believes inefficiencies exist in the structured product market and attempts to add incremental value by exploiting these inefficiencies across all eligible market sectors. Western Asset believes RMBS and CMBS still trade at wider spreads compared to similar risk assets due to structural and collateral complexities, limited eligible investors, less liquidity than perceived higher quality assets, and lingering higher risk premiums left over from the 2008 financial market crisis.

  

The strategic goal at Western Asset is to add value to the portfolio while adhering to a disciplined risk control process by combining traditional analysis with proprietary technology applied to all sectors of the market. The key areas of focus are:

  

 

•  Sector & Sub-Sector Allocation

 

•  Issue Selection

 

•  Duration/Term Structure

  

Sector & Sub-Sector Allocation – Western Asset rotates among and within sectors of the bond market, preferring non-government sectors because they typically offer higher relative yields and have tended to outperform the broad markets over long market cycles. Western Asset studies historical yield spreads, identifies the fundamental factors that influence yield spread relationships, and relates these findings to the Firm’s projections to determine attractive alternatives.

  

Issue Selection – Issue selection is a bottom-up process to determine mispriced or undervalued securities. Western Asset engages in an ongoing assessment of changing credit characteristics. Also assessed are newly issued securities. Western Asset uses these analyses, to select issues opportunistically.

  

Term Structure – Western Asset closely monitors shifts in the yield curve, for the relationship between short, intermediate and long maturity securities is essential to constructing a long-term investment horizon. Western Asset determines the implications of the yield curve’s shape, along with projections of Fed policy and market expectations, to formulate a yield curve strategy.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings

 

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compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The U.S. Government Fixed Income Securities Portfolio

The Portfolio’s principal investment strategy is to invest at least 80% of its net assets in fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may also invest in derivative instruments, including fixed income futures contracts, fixed income options, interest rate swaps, total return swaps and credit default swaps. Such investments may be made to: invest in an asset class with greater efficiency and lower cost; add value when such instruments are attractively priced; adjust sensitivity to changes in interest rates; or adjust the overall credit risk of the Portfolio. Losses (or gains) involving futures contracts can sometimes be substantial. The Portfolio may also invest in commercial paper.

Specialist Manager.Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the Bloomberg Barclays US Government Index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the government sector. Buy and sell decisions are based primarily on portfolio characteristic misweights. When purchasing securities, portfolio managers select a bond that is perceived to be relatively less expensive compared to similar issues. When selling securities, portfolio managers select an issue that is perceived to be relatively overpriced. Other analytics and the expertise and judgment of the investment professionals are incorporated into the process.

The Inflation Protected Securities Portfolio

The Portfolio is designed to provide an income yield that exceeds inflation over the long-term. In periods of extreme deflation, however, the Portfolio may have no income to distribute.

Up to 20% of the total assets of the Portfolio may be invested in income-producing securities other than inflation-indexed securities, such as corporate debt obligations, U.S. government and agency bonds, short-term fixed income investments, commercial paper and mortgage dollar rolls. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts or exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests.

Specialist Manager.Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Mellon Investment Selection Process:   

Mellon employs a disciplined approach that seeks to gain exposure to the Barclays Inflation-Linked Indices either through full replication or stratified sampling. The stratified sampling approach begins by identifying and isolating the major components (and in the case of international inflation-linked bonds also countries and currencies) and assessing the key characteristics of an index. After analyzing these factors Mellon then invests in securities designed to gain exposure to these different components, and that have characteristics that are similar to those that are found in the index. In this process, Mellon employs a top-down stratified sampling methodology to replicate the overall index characteristics in a risk-controlled manner that focuses on issue specific risk and liquidity in order to efficiently and cost effectively gain exposure to inflation protected securities.

The U.S. Corporate Fixed Income Securities Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in fixed income securities issued by U.S. corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. In general, the Portfolio invests predominantly in investment grade fixed income securities and will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Corporate Index. The Portfolio may also invest in Treasury obligations, including TIPS, agency debt, sovereign debt and other corporate obligations, including Yankee Bonds, 144A securities, commercial paper, preferred stock and trust preferred/capital notes.

Specialist Managers. Agincourt and Mellon currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

In making investment decisions for the Portfolio, Agincourt focuses its yield-driven, active management style using three strategies: sector management, security selection and yield-curve/duration management. The corporate sector allocation strategy uses a risk budgeting process to allocate across corporate sectors based on relative value. Security selection is based on qualitative factors (such as industry position, quality of management, and ratings agency trends) and quantitative factors (such as ratio analysis and security valuation analytics). Yield-curve/duration management is based on scenario analysis to test various yield curve structures and arranging the portfolio in a given duration, typically a shorter-than-market duration with modest adjustments. The sell discipline is fully integrated with the buy decision; as cheaper sectors/bonds become available, bonds are typically sold.

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to obtain the desired exposure efficiently. Our process is designed to provide customizable, consistent, and intelligent beta, utilizing a structural and fundamental approach to reduce unwanted risks and/or exposures. The decision making process is primarily driven by the outputs of our models, which the investment team uses to identify the optimal term structure and sector allocation while managing risk and generating consistent performance. The portfolio managers ultimately make buy and sell decisions in reference to the model recommendations, and their decision must be approved by a senior member of the team.

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

The Portfolio invests at least 80% of its net assets in a portfolio of publicly issued, U.S. mortgage and asset backed securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may use futures, options and/or swaps in order to manage duration, yield curve and sector risk, or as a substitute for cash securities. The Portfolio may also purchase private placement or Rule 144A securities. Up to 5% of the Portfolio’s assets may be held in securities which were rated as investment-grade when purchased, but have since been downgraded. The Portfolio may purchase securities on a when-issued basis or for forward delivery and may enter into repurchase agreements. The Portfolio may also invest in commercial paper.

 

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Specialist Manager.Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the Bloomberg Barclays US Securitized Index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the securitized sector. Buy and sell decisions are based primarily on portfolio characteristic misweights. When purchasing securities, portfolio managers select a bond that is perceived to be relatively less expensive compared to similar issues. When selling securities, portfolio managers select an issue that is perceived to be relatively overpriced. Other analytics and the expertise and judgment of the investment professionals are incorporated into the process.

The Short-Term Municipal Bond Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in municipal bonds. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax so that they will qualify to pay “exempt-interest dividends” (“Municipal Securities”). The Portfolio intends to maintain a dollar-weighted effective average portfolio maturity of no longer than three years. The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. The Portfolio does not currently intend to invest in obligations, the interest on which is a preference item for purposes of the Federal alternative minimum tax. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in municipal bonds. Tax-Exempt Securities may be purchased at significant discounts or premiums to par (face value). Any gains at sale or maturity of Tax-Exempt Securities may be subject to either capital gains or ordinary income taxes. The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. In order to maintain liquidity, the Portfolio is authorized to invest up to 20% of its total assets in taxable instruments.

Specialist Manager. Breckinridge Capital Advisors, Inc. (“Breckinridge”) currently serves as Specialist Manager for The Short-Term Municipal Bond Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Breckinridge Investment Selection Process:   

In selecting securities for investment by the Portfolio, Breckinridge generally uses a bottom-up approach that seeks to invest in securities having credit quality and structural characteristics consistent with the investment objectives of providing current income and capital preservation. Investment opportunities are first identified based on fundamental analysis of the municipal issuer’s credit quality followed by a quantitative analysis of a security’s structure (call features, coupon, sinking fund, etc.) and an assessment of its risk-adjusted return relative to other tax-exempt offerings and returns available in the taxable fixed-income markets. In the event any security held by the Portfolio is downgraded below the Portfolio’s authorized rating categories, Breckinridge will review the security and determine whether to retain or dispose of that security.

The Intermediate Term Municipal Bond Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy of the Portfolio and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on

 

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which is exempt from Federal income tax so that they will qualify to pay “exempt-interest dividends” (“Municipal Securities”). Municipal Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays 3-15 Year Blend Municipal Bond Index, currently 2 to 20 years. Municipal Securities acquired for the Portfolio will generally be rated in one of the three highest rating categories assigned by one of the major independent rating agencies (“A” or higher by Moodys, or Standard & Poor’s), or are, in the view of the Specialist Manager, deemed to be of comparable quality. The Portfolio is, however, authorized to invest up to 15% of its assets in Municipal Securities that are rated in the fourth highest category and up to 10% of its assets in high yield securities (“junk bonds”). Fixed income securities rated in the fourth highest rating category by a rating agency may have speculative characteristics. The Portfolio is also authorized to invest in securities issued by other investment companies, such as ETFs and closed-end funds, that invest in Municipal Securities. Also, the Portfolio is authorized to invest up to 20% of its net assets in taxable instruments.

Specialist Managers. CLIM and Mellon currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The CLIM Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, CLIM invests primarily in closed-end funds (CEFs), and secondarily in open-end funds and exchange traded funds, that invest in fixed income securities issued by U.S. municipalities (“Third Party Funds”). CLIM focuses investments in CEFs based on analysis of inefficient pricing and enhanced yields inherent in the CEF universe. CLIM uses various factors in selecting investments for purchase including the following:

  

 

i.   the level, sustainability and tax characterization of the distribution stream available from the Third Party Fund;

 

ii.  the track record of the manager of the Third Party Fund;

 

iii.   the historical mean-reverting tendency of the Third Party Fund’s discount to net asset value, as well as the absolute discount at which the security trades;

 

iv.   the existence of potential catalysts for discount reduction or elimination, including corporate restructuring or other liquidity events;

 

v.  the discount risk associated with the Third Party Fund;

 

vi.   the market risk associated with the investment, including market capitalization and liquidity;

 

vii.  structural factors, including leverage; and

 

viii.  the corporate governance record of the management of the Third Party Fund.

  

CLIM generally sells positions either to adjust Third Party Fund allocations or because a superior investment opportunity has been identified.

The Mellon Investment Selection Process:   

The Mellon investment process focuses on sector analysis and security selection rather than interest rate forecasting. Based on proprietary research, Mellon seeks to identify lower volatility investments that offer excess incremental yield. Mellon will consider eliminating positions when sell targets are reached, when fundamental conditions change significantly, or when a bond’s price falls below a certain level relative to its peer group.

The Intermediate Term Municipal Bond II Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy of the Portfolio and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax, and include general obligation bonds and notes, revenue bonds and notes (including

 

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industrial revenue bonds and municipal lease obligations), as well as participation interests relating to such securities and are referred to as “ Municipal Securities.” The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. Municipal Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays 3-15 Year Blend Municipal Bond Index, currently 2 to 10 years. The Portfolio is also authorized to invest in securities issued by other investment companies, such as ETFs and closed-end funds, that invest in Municipal Securities.

Specialist Managers. Breckinridge and CLIM currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Breckinridge Investment Selection Process:   

In selecting securities for investment by the Portfolio, Breckinridge generally uses a bottom-up approach that seeks to invest in securities having credit quality and structural characteristics consistent with the investment objectives of providing current income and capital preservation. Investment opportunities are first identified based on fundamental analysis of the municipal issuer’s credit quality followed by a quantitative analysis of a security’s structure (call features, coupon, sinking fund, etc.) and an assessment of its risk-adjusted return relative to other tax-exempt offerings and returns available in the taxable fixed-income markets. In the event any security held by the Portfolio is downgraded below the Portfolio’s authorized rating categories, Breckinridge will review the security and determine whether to retain or dispose of that security.

The CLIM Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, CLIM invests primarily in closed-end funds (CEFs), and secondarily in open-end funds and exchange traded funds, that invest in fixed income securities issued by U.S. municipalities (“Third Party Funds”). CLIM focuses investments in CEFs based on analysis of inefficient pricing and enhanced yields inherent in the CEF universe. CLIM uses various factors in selecting investments for purchase including the following:

  

i.   the level, sustainability and tax characterization of the distribution stream available from the Third Party Fund;

  

ii.  the track record of the manager of the Third Party Fund;

  

iii.   the historical mean-reverting tendency of the Third Party Fund’s discount to net asset value, as well as the absolute discount at which the security trades;

  

iv.   the existence of potential catalysts for discount reduction or elimination, including corporate restructuring or other liquidity events;

  

v.  the discount risk associated with the Third Party Fund;

  

vi.   the market risk associated with the investment, including market capitalization and liquidity;

  

vii.  structural factors, including leverage; and

  

viii.  the corporate governance record of the management of the Third Party Fund.

  

CLIM generally sells positions either to adjust Third Party Fund allocations or because a superior investment opportunity has been identified.

Investment Risks and Strategies

The following is a summary of the types of investments that the Trust’s Portfolios may make and some of the risks associated with such investments. A more extensive discussion, including a description of the Trust’s policies and procedures with respect to disclosure of each Portfolio’s securities, appears in the Statement of Additional Information.

 

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About Benchmarks and Index Investing. The benchmarks for The Value Equity and The Institutional Value Equity Portfolios, The Growth Equity and The Institutional Growth Equity Portfolios, and The Small Capitalization-Mid Capitalization Equity and The Institutional Small Capitalization-Mid Capitalization Equity Portfolios are the Russell 1000® Value Index, the Russell 1000® Growth Index and the Russell 2000® Index (or substyle indices), respectively. These indexes are among those indexes produced by Russell Investments (“Russell”) and, like many of the indexes in this group, are based on the Russell 3000® Index. The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies (in terms of market capitalization) and represents approximately 98% of the investable U.S. equity market. The Russell indexes are unmanaged and market cap weighted. During the second quarter of each year, Russell’s U.S. indexes are adjusted to reflect current stock market capitalizations as of May 31 of that year. This annual “reconstitution” re-ranks each company, establishing the year’s new index membership. The newly adjusted index membership takes effect at the market close on the fourth Friday in June, and remains in place until the following year’s reconstitution process. The Russell indexes referenced above include common stocks issued by companies domiciled in the United States or its territories as well as non-U.S. domiciled companies.

The Russell 1000® Index measures the performance of the 1,000 largest companies in the Russell 3000® Index, and represents approximately 92% of the total market capitalization of the Russell 3000® Index. The Russell 1000® Growth Index is designed to measure the performance of those companies included in the Russell 1000® Index that have relatively higher price-to-book ratios and higher forecasted growth values. The Russell 1000® Value Index is designed to measure the performance of those companies included in the Russell 1000® Index that have relatively lower price-to-book ratios and lower forecasted growth values. The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, and represents approximately 10% of the total market capitalization of the Russell 3000® Index. The Russell 2000® Value Index is designed to measure the performance of those companies included in the Russell 2000® Index that have relatively lower price-to-book ratios and lower forecasted growth values. The Russell 2000® Growth Index is designed to measure the performance of those companies included in the Russell 2000® Index that have relatively higher price-to-book ratios and higher forecasted growth values.

The “Small” and “Medium” companies in the Russell 3000® Index represent approximately 35.8% of the total market capitalization of the Russell 3000® Index.

The benchmark for The International Equity and The Institutional International Equity Portfolios is the Morgan Stanley Capital International Europe, Australasia, Far East Index (“MSCI EAFE Index”) and the benchmark for The Emerging Markets Portfolios is the Morgan Stanley Capital International Emerging Markets Index (“MSCI EM Index”). The MSCI EAFE Index (Europe, Australasia, Far East) is an unmanaged free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. As of June 2019, the MSCI EAFE Index consisted of the following [21] developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The MSCI EM Index is an unmanaged free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of June 2019, the MSCI EM Index consisted of the following [24] emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The benchmark for each of the ESG Growth and Catholic SRI Growth Portfolios is the MSCI World Index (the “World Index”). This Index is an unmanaged index that is designed to capture large and mid cap companies across 23 developed market countries. As of July 31, 2019, the Index covered approximately [85]% of the free float-adjusted market capitalization in each of the following countries: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The MSCI World ESG Index (the “ESG Index”) is a capitalization weighted index that provides exposure to companies with high environmental, social and governance performance relative to their sector peers. Like the World Index, the ESG Index consists of large and mid cap companies in 23 developed markets countries. The World Index and the ESG Index may be used, among other factors, by the Adviser and the Board of Trustees as one standard against which to assess the performance of the ESG Growth and Catholic SRI Growth Portfolios’ Specialist Managers and each Portfolio as a whole.

The benchmark for The Real Estate Securities Portfolio is the Dow Jones US Select REIT Index. The Dow Jones US Select REIT Index (“REIT Index”) is designed to provide a measure of real estate securities that serve as proxies for direct real estate investing, in part by excluding securities whose value is not always closely tied to the value of the underlying real estate. The

 

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Index is a market capitalization weighted index of publicly traded real estate investment trusts (“REITs”) and is comprised of companies whose charters are the equity ownership and operation of commercial real estate and which operate under the REIT Act of 1960.

The benchmark for The Commodity Returns Strategy Portfolio is the Bloomberg Commodity Index Total Return. The Bloomberg Commodity Index Total Return is an unmanaged index composed of futures contracts on 20 physical commodities. The index is designed to be a highly liquid and diversified benchmark for commodities as an asset class. The Commodity Returns Strategy Portfolio also measures its performance against a blend of 50% Bloomberg Commodity Index Total Return and 50% MSCI ACWI Commodity Producers Index, as this blended benchmark more closely represents the Portfolio’s investment strategy. The MSCI ACWI Commodity Producers Index is comprised of a global opportunity set of commodity producers in the energy, metal and agriculture sectors. A portion of The Commodity Returns Strategy Portfolio is also managed with reference to the MSCI ACWI Natural Resources Index. The MSCI ACWI Natural Resources Index is comprised of a global set of stocks engaged in the extraction and production of natural resources.

The indexes noted above are used by the Board of Trustees and by the Adviser as one standard against which to measure the performance of the Specialist Managers to whom assets of the various Equity Portfolios have been allocated. In addition, a portion of the assets of The Value Equity and The Institutional Value Equity, The Growth Equity and The Institutional Growth Equity, The Small Capitalization-Mid Capitalization Equity and The Institutional Small Capitalization-Mid Capitalization Equity, The International Equity, The Institutional International Equity, The Emerging Markets, The Real Estate Securities and The Commodity Returns Strategy Portfolios (the “Index Accounts”) are allocated to Specialist Managers who are committed to investing assets allocated to them in a manner that attempts to replicate the performance of the appropriate benchmark index or subsets of these indices. This passive investment style differs from the active management investment techniques used by the Trust’s other Specialist Managers. Rather than relying upon fundamental research, economic analysis and investment judgment, this approach uses automated statistical analytic procedures that seek to track the performance of a specific stock index or the selected subset thereof.

Securities will be acquired in proportion to their weighting in the relevant index. Under certain circumstances, it may not be possible for an Index Account to acquire all securities included in the relevant index(or its identified subset). This might occur, for example, in the event that an included security is issued by one of the Trust’s Specialist Managers or if there is insufficient trading activity in an included security for any reason. To the extent that all securities included in the appropriate index cannot be purchased, the Specialist Manager will purchase a representative sample of other included securities in proportion to their weightings. It is anticipated that these investment methods will result in a close correlation between the performance of the Index Accounts and the performance of the relevant index in both rising and falling markets, and every effort will be made to achieve a correlation of at least 0.95, before deduction of the expenses associated with the management of the respective Index Accounts and the Portfolio of which they are a part. A correlation of 1.00 would represent a perfect correlation between the performance of an Index Account and the relevant index (or its identified subset). Investors should be aware, however, that while use of an index investment approach may limit an investor’s losses (before expenses) to those experienced in the overall securities markets as represented by the relevant index, it is also the case that an investor gives up the potential to achieve return in rising markets in excess of the return achieved by the benchmark index.

Each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio may use index strategies managed in accordance with certain indices (“RAFI Indices”) compiled and published by Research Affiliates, and licensed to its affiliate RAFI Indices, LLC. These indices seek to offer diversified “factor” exposures through allocations to value, quality, low volatility, momentum, and size. They use a unique construction that includes the “RAFI Fundamental Index®” approach, which selects and weights securities by fundamental measures of firm size, rather than by market capitalization. The Institutional Growth Equity Portfolio currently employs Mellon to manage the RAFI Low Volatility Factor US Index, as one of its index strategies.

About Equity Securities. The prices of equity and equity-related securities will fluctuate – sometimes dramatically – over time and a Portfolio could lose a substantial part, or even all, of its investment in a particular issue. The term “equity securities” includes common stock, depositary receipts and preferred stock; “equity-related securities” refers to securities that may be convertible into common stock or preferred stock, or securities that carry the right to purchase common stock or preferred stock. Price fluctuations may reflect changes in the issuing company’s financial condition, overall market conditions or even perceptions in the marketplace about the issuing company or economic trends. Prices of convertible securities may, in addition, also be affected by prevailing interest rates, the credit quality of the issuer and any call provisions.

IPO Holding Risk. IPO holding is the practice of participating in an initial public offering (IPO) with the intent of holding the security for investment purposes. Because an IPO is an equity security that is new to the public market, the value of IPOs may fluctuate dramatically. Therefore, IPOs have greater risks than other equity investments. Because of the cyclical nature of the IPO market, from time to time there may be limited or no IPOs in which a Portfolio can participate. Even when the Portfolio requests to participate in an IPO, there is no guarantee that a Portfolio will receive an allotment of shares in an IPO sufficient to satisfy a Portfolio’s desired participation. Due to the volatility of IPOs, these investments can have a significant impact on performance, which may be positive or negative.

 

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IPO Trading Risk. IPO trading is the practice of participating in an initial public offering (IPO) and then immediately selling the security in the after-market. Engaging in this strategy could result in active and frequent trading. Use of this strategy could increase the Portfolio’s portfolio turnover and the possibility of realized capital gain. This is not a tax-efficient strategy. From time to time, it may not be possible to pursue an IPO trading strategy effectively because of a limited supply of “hot” IPOs. In addition, this practice may result in losses if a Portfolio purchases a security in an IPO and there is insufficient demand for the security in the after-market of the IPO. Due to the volatility of IPOs, these investments can have a significant impact on performance, which may be positive or negative.

Small Company Risk. Equity securities of smaller companies may be subject to more abrupt or erratic price movements than larger, more established companies. These securities are often traded in the over-the-counter markets and, if listed on national or regional exchanges, may not be traded in volumes typical for such exchanges. This may make them more difficult to sell at the time and at a price that is desirable. Smaller companies can provide greater growth potential than larger, more mature firms. Investing in the securities of such companies also involves greater risk, portfolio price volatility and cost. Historically, small capitalization stocks have been more volatile in price than companies with larger capitalizations. Among the reasons for this greater price volatility are the lower degree of market liquidity (the securities of companies with small stock market capitalizations may trade less frequently and in limited volume) and the greater sensitivity of small companies to changing economic conditions. For example, these companies are associated with higher investment risk due to the greater business risks of small size and limited product lines, markets, distribution channels and financial and managerial resources.

About Foreign Securities. Equity securities of non-U.S. companies are subject to the same risks as other equity or equity-related securities. Foreign fixed income securities are subject to the same risks as other fixed income securities (as described below). Foreign investments also involve additional risks. These risks include: the unavailability of financial information or the difficulty of interpreting financial information prepared under foreign accounting standards; less liquidity and more volatility in foreign securities markets; the possibility of expropriation; the imposition of foreign withholding and other taxes; the impact of foreign political, social or diplomatic developments; limitations on the movement of funds or other assets between different countries, including internal or external economic sanctions; difficulties in invoking legal process abroad and enforcing contractual obligations; and the difficulty of assessing economic trends in foreign countries. Transactions in markets overseas are generally more costly than those associated with domestic securities of equal value. Certain foreign governments levy withholding taxes against dividend and interest income. Although a portion of these taxes may be recoverable in the form of a U.S. foreign tax credit, the non-recovered portion of foreign withholding taxes will reduce a Portfolio’s performance. Further, in June, 2016, the United Kingdom voted to withdraw from the European Union. There is also the possibility that and one or more other countries may withdraw from the European Union and/or abandon the Euro, the common currency of the European Union. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching.

Foreign Currency Risk. The prices of securities denominated in a foreign currency will also be affected by the value of that currency relative to the U.S. dollar. Exchange rate movements can be large and long-lasting and can affect, either favorably or unfavorably, the value of securities held in the Portfolio. Such rate movements may result from actions taken by the U.S. or foreign governments or central banks, or speculation in the currency markets.

Foreign Government Securities. Foreign governments, as well as supranational or quasi-governmental entities, such as the World Bank, may issue fixed income securities. Investments in these securities involve both the risks associated with any fixed income investment and the risks associated with an investment in foreign securities. In addition, a governmental entity’s ability or willingness to repay principal and interest due in a timely manner may be affected not only by economic factors but also by political circumstances either internationally or in the relevant region. These risks extend to debt obligations, such as “Brady Bonds,” that were created as part of the restructuring of commercial bank loans to entities (including foreign governments) in emerging market countries. Brady Bonds may be collateralized or not and may be issued in various currencies, although most are U.S. dollar denominated.

Emerging Market Securities. Investing in emerging market securities increases the risks of foreign investing. The risk of political or social upheaval, expropriation and restrictive controls on foreign investors’ ability to repatriate capital is greater in emerging markets. Emerging market securities generally are less liquid and subject to wider price and currency fluctuations than securities issued in more developed countries. In certain countries, there may be few publicly traded securities and the market may be dominated by a few issuers or sectors. Fixed income securities issued by emerging market issuers are more likely to be considered equivalent to risky high yield securities. Investment funds and structured investments are mechanisms through which U.S. or other investors may invest in certain emerging markets that have laws precluding or limiting direct investments in their securities by foreign investors.

 

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About Fixed Income Securities. Fixed income securities – sometimes referred to as “debt securities” – include bonds, notes (including structured notes), mortgage-backed and asset-backed securities, convertible and preferred securities, inflation-indexed bonds, structured notes, including hybrid or “indexed” securities and event-linked bonds and delayed funding loans, as well as short-term debt instruments, often referred to as money market instruments. Fixed income securities may be issued by U.S. or foreign corporations, banks, governments, government agencies or subdivisions or other entities. A fixed income security may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in-kind and auction rate features. All of these factors – the type of instrument, the issuer and the payment terms – will affect the volatility and the risk of loss associated with a particular fixed income issue. The “maturity” of a fixed income instrument and the “duration” of a portfolio of fixed income instruments also affect investment risk. The maturity of an individual security refers to the period remaining until holders of the instrument are entitled to the return of its principal amount. Longer-term securities tend to experience larger price changes than shorter-term securities because they are more sensitive to changes in interest rates or in the credit ratings of issuers. Duration refers to a combination of criteria, including yield to maturity, credit quality and other factors that measure the exposure of a portfolio of fixed income instruments to changing interest rates. An investment portfolio with a lower average duration generally will experience less price volatility in response to changes in interest rates as compared with a portfolio with a higher average duration.

Interest Rate Risk. Although the term fixed income securities includes a broad range of sometimes very different investments, all fixed income securities are subject to the risk that their value will fluctuate as interest rates in the overall economy rise and fall. The value of fixed income securities will tend to decrease when interest rates are rising and, conversely, will tend to increase when interest rates decline. Thus, in periods of declining interest rates, the yield of a Portfolio that invests in fixed income securities will tend to be higher than prevailing market rates, and in periods of rising interest rates, the yield of a Portfolio will tend to be lower.

Call/Prepayment Risk and Extension Risk. Prepayments of fixed income securities will also affect their value. When interest rates are falling, the issuers of fixed income securities may repay principal earlier than expected. As a result, a Portfolio may have to reinvest these prepayments at the then prevailing lower rates, thus reducing its income. In the case of mortgage-backed or asset-backed issues – securities backed by pools of loans – payments due on the security may also be received earlier than expected. This may happen when market interest rates are falling and the underlying loans are being prepaid. Conversely, payments may be received more slowly when interest rates are rising, as prepayments on the underlying loans slow. This may affect the value of the mortgage- or asset-backed issue if the market comes to view the interest rate to be too low relative to the term of the investment. Either situation can affect the value of the instrument adversely.

Credit Risk. Credit risk is the risk that an issuer (or in the case of certain securities, the guarantor or counterparty) will be unable to make principal and interest payments when due. The creditworthiness of an issuer may be affected by a number of factors, including the financial condition of the issuer (or guarantor) and, in the case of foreign issuers, the financial condition of the region. Fixed income securities may be rated by one or more nationally recognized statistical rating organizations (“NRSROs”), such as Standard & Poor’s Corporation (“S&P”), Moody’s Investors Service, Inc. and/or Fitch Ratings, Inc. These ratings represent the judgment of the rating organization about the safety of principal and interest payments. They are not guarantees of quality and may be subject to change even after a security has been acquired. Not all fixed income securities are rated, and unrated securities may be acquired by the Income Portfolios if the relevant Specialist Manager determines that their quality is comparable to rated issues.

Inflation Indexed Securities. Unlike a conventional bond, whose issuer makes regular fixed interest payments and repays the face value of the bond at maturity, an inflation-indexed security (IIS) provides principal and interest payments that are adjusted over time to reflect a rise (inflation) or a drop (deflation) in the general price level for goods and services. This adjustment is a key feature, given that inflation has typically occurred. There have, however, been periods of deflation. Importantly, in the event of deflation, the U.S. Treasury has guaranteed that it will repay at least the face value of an IIS issued by the U.S. government. Inflation measurement and adjustment for an IIS have two important features. There is a two-month lag between the time that inflation occurs in the economy and when it is factored into IIS valuations. This is due to the time required to measure and calculate the CPI and for the Treasury to adjust the inflation accrual schedules for an IIS. For example, inflation that occurs in

 

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January is calculated and announced during February and affects IIS valuations throughout the month of March. In addition, the inflation index used is the non-seasonally adjusted index. It differs from the CPI that is reported by most news organizations, which is statistically smoothed to overcome highs and lows observed at different points each year. The use of the non-seasonally adjusted index can cause the Portfolio’s income level to fluctuate.

Inflation-indexed securities are designed to provide a “real rate of return” – a return after adjusting for the impact of inflation. Inflation – a rise in the general price level – erodes the purchasing power of an investor’s portfolio. For example, if an investment provides a “nominal” total return of 5% in a given year and inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. Investors in inflation-indexed bond funds who do not reinvest the portion of the income distribution that comes from inflation adjustments will not maintain the purchasing power of the investment over the long-term. This is because interest earned depends on the amount of principal invested, and that principal won’t grow with inflation if the investor does not reinvest the principal adjustment paid out as part of a fund’s income distributions.

Interest rates on conventional bonds have two primary components: a “real” yield and an increment that reflects investor expectations of future inflation. By contrast, interest rates on an IIS are adjusted for inflation and, therefore, aren’t affected meaningfully by inflation expectations. This leaves only real rates to influence the price of an IIS. A rise in real rates will cause the price of an IIS to fall, while a decline in real rates will boost the price of an IIS.

Inflation-indexed bonds issued by non-U.S. governments would be expected to be indexed to the inflation rates prevailing in those countries.

Any increase in the principal amount of an IIS may be included for tax purposes in the Portfolio’s gross income, even though no cash attributable to such gross income has been received by the Portfolio. In such event, the Portfolio may be required to make annual distributions to investors that exceed the cash it has otherwise received. In order to pay such distributions, the Portfolio may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Portfolio and additional capital gain distributions to investors. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Portfolio may cause amounts previously distributed to investors in the taxable year as income to be characterized as a return of capital.

Risk Factors Relating to High Yield or “Junk” Bonds. Fixed income securities that are rated below investment grade are commonly referred to as junk bonds or high yield, high risk securities. These securities offer a higher yield than other, higher rated securities, but they carry a greater degree of risk of default or downgrade, are more volatile than investment grade securities, and are considered speculative by the major credit rating agencies. Such securities may be issued by companies that are restructuring, are smaller and less creditworthy or are more highly indebted than other companies. They may be less liquid than higher quality investments and may not be able to pay interest or ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. Changes in the value of these securities are influenced more by changes in the financial and business position of the issuing company than by changes in interest rates when compared to investment grade securities and involve greater risk of default or price declines than investment grade securities due to actual or perceived changes in an issuer’s creditworthiness. The Portfolios will not generally purchase “distressed” securities.

When-issued Securities. Fixed income securities may be purchased for future delivery but at a predetermined price. The market value of securities purchased on a “when-issued” basis may change before delivery; this could result in a gain or loss to the purchasing Portfolio.

Mortgage-Backed and Asset-Backed Securities. Mortgage-backed and asset-backed securities represent securities backed by loans secured by real property, personal property, or a pool of unsecured lines of credit. Mortgage-backed and asset-backed securities are sponsored by entities such as government agencies, banks, financial companies and commercial or industrial companies. They represent interests in pools of mortgages or other cash-flow producing assets such as automobile loans, credit card receivables and other financial assets. In effect, these securities “pass through” the monthly payments that individual borrowers make on their mortgages or other debt-obligations net of any fees paid to the issuers. Examples of these include guaranteed mortgage pass-through certificates, collateralized mortgage obligations (“CMOs”) and real estate mortgage investment conduits (“REMICs”). Because of their derivative structure – the fact that their value is derived from the value of the underlying assets – these securities are particularly sensitive to prepayment and extension risks noted above which can lead to significant fluctuations in the value of mortgage-backed securities. Small changes in interest or prepayment rates may cause

 

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large and sudden price movements. These securities can also become illiquid and hard to value in declining markets. Mortgage-backed and asset-backed securities involve prepayment risk because the underlying assets (loans) may be prepaid at any time. The value of these securities may also change because of actual or perceived changes in the creditworthiness of the originator, the servicing agent, the financial institution providing the credit support, the counterparty and/or the sponsoring entity. The risks of mortgage-backed securities also include (1) the credit risk associated with the performance of the underlying mortgage properties and of the borrowers owning such properties; (2) adverse economic conditions and circumstances, which are more likely to have an adverse impact on mortgage-backed securities secured by loans on certain types of commercial properties than on those secured by loans on residential properties; and (3) loss of all or part of the premium, if any, paid. Like other fixed income securities, when interest rates rise, the value of an asset-backed security generally will decline. However, when interest rates decline, the value of an asset-backed security with prepayment features may not increase as much as that of other fixed income securities. Instability in the markets for fixed income securities, particularly non-agency mortgage-backed securities, may affect the liquidity and valuation of such securities. As a result, under such circumstances, certain segments of the non-agency market may experience significantly diminished liquidity.

Stripped mortgage securities are derivative multi-class mortgage securities. Stripped mortgage securities may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities have greater volatility than other types of mortgage securities. Although stripped mortgage securities are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, stripped mortgage securities are generally illiquid. Stripped mortgage securities are structured with two or more classes of securities that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of stripped mortgage security will have at least one class receiving only a small portion of the interest and a larger portion of the principal from the mortgage assets, while the other class will receive primarily interest and only a small portion of the principal. In the most extreme case, one class will receive all of the interest (“IO” or “interest-only” class), while the other class will receive all of the principal (“PO” or “principal-only” class). The yield to maturity on IOs, POs and other mortgage-backed securities that are purchased at a substantial premium or discount generally are extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on such securities’ yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Portfolio may fail to fully recoup its initial investment in these securities even if the securities have received the highest rating by an NRSRO.

In addition, non-mortgage asset-backed securities involve certain risks not presented by mortgage-backed securities. Primarily, these securities do not have the benefit of the same security interest in the underlying collateral. Credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and Federal consumer credit laws. Automobile receivables are subject to the risk that the trustee for the holders of the automobile receivables may not have an effective security interest in all of the obligations backing the receivables.

Mortgage Dollar Rolls. Mortgage dollar rolls are arrangements in which a Portfolio would sell mortgage-backed securities for delivery in the current month and simultaneously contract to purchase substantially similar securities on a specified future date.

While a Portfolio would forego principal and interest paid on the mortgage-backed securities during the roll period, the Portfolio would be compensated by the difference between the current sales price and the lower price for the future purchase as well as by any interest earned on the proceeds of the initial sale. A Portfolio also could be compensated through the receipt of fee income equivalent to a lower forward price. At the time a Portfolio would enter into a mortgage dollar roll, it would set aside permissible liquid assets in a segregated account to secure its obligation for the forward commitment to buy mortgage-backed securities. Mortgage dollar roll transactions may be considered a borrowing by the Portfolios.

Floating Rate Loans and Loan Participations. The Fixed Income Opportunity Portfolio may invest in floating rate loans and loan participations. These instruments – which include first and second lien senior floating rate loans and other floating rate debt securities – generally consist of loans made by banks and other large financial institutions to various companies and are typically senior in the borrowing companies’ capital structure. Coupon rates on these loans are most often floating, not fixed, and are tied to a benchmark lending rate , such as the London Interbank Offered Rate or “LIBOR”. (In 2017, the United Kingdom’s Financial Conduct Authority warned that LIBOR may cease to be available or appropriate for use by 2021. The unavailability of LIBOR presents risks to the Portfolio, including the risk that any pricing adjustments to the Portfolio’s investments resulting from a substitute reference rate may adversely affect the Portfolio’s performance and/or NAV.) Because the interest rate of floating rate loans adjusts periodically, interest rate risk is lower on floating rate loans than on fixed rate loans. Additionally, to

 

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the extent that the Portfolio invests in senior loans to non-U.S. borrowers, the Portfolio may be subject to the risks associated with any foreign investments (summarized above). The Portfolio may also acquire junior debt securities or securities with a lien on collateral lower than a senior claim on collateral. The risks associated with floating rate loans are similar to the risks of below investment grade securities although these risks are reduced when the floating rate loans are senior and secured as opposed to many high yield securities that are junior and unsecured. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured; although one lending institution will often be required to monitor the collateral. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Portfolio to replace a particular loan with a lower-yielding security. Floating rate securities are often subject to restrictions on resale which can result in reduced liquidity. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Portfolio may also invest in loan participations, by which the Portfolio has the right to receive payments of principal, interest and fees from an intermediary (typically a bank, financial institution or lending syndicate) that has a direct contractual relationship with a borrower. Absent a direct contractual relationship with the borrower, the Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Portfolio may not benefit directly from any collateral supporting the underlying loan. As a result, the Portfolio may be exposed to the credit risk of both the borrower and the intermediary offering the participation. Additionally, investment in loan participation interests may result in increased exposure to financial services sector risk. The Portfolio may have difficulty disposing of loan participations as the market for such instruments is not highly liquid and may have limited or no right to vote on changes that may be made to the underlying loan agreement. The Portfolio may also purchase loan assignments from an agent bank or other member of a lending syndicate. Such investments may involve risks in addition to those noted above, for example, if a loan is foreclosed, the Portfolio could become part owner of any collateral and would bear the costs and liability associated with such ownership.

Inverse Floating Rate Municipal Obligations. Inverse floating rate municipal obligations are typically created through a division of a fixed rate municipal obligation into two separate instruments, a short-term obligation and a long-term obligation. The interest rate on the short-term obligation is set at periodic auctions. The interest rate on the long-term obligation is the rate the issuer would have paid on the fixed income obligation: (i) plus the difference between such fixed rate and the rate on the short-term obligation, if the short-term rate is lower than the fixed rate; or (ii) minus such difference if the interest rate on the short-term obligation is higher than the fixed rate. Inverse floating rate municipal obligations offer the potential for higher income than is available from fixed rate obligations of comparable maturity and credit rating. They also carry greater risks. In particular, the prices of inverse floating rate municipal obligations are more volatile, i.e., they increase and decrease in response to changes in interest rates to a greater extent than comparable fixed rate obligations.

Securities Purchased At Discount. Securities purchased at a discount, such as step-up bonds, could require a Portfolio to accrue and distribute income not yet received. If it invests in these securities, a Portfolio could be required to sell securities in its portfolio that it otherwise might have continued to hold in order to generate sufficient cash to make these distributions. Among the types of these securities in which a Portfolio may invest are zero coupon securities, which are debt securities that pay no cash income but are sold at substantial discounts from their value at maturity. Zero coupon securities tend to be subject to greater price fluctuations in response to changes in interest rates than are ordinary interest-paying debt securities with similar maturities.

About Municipal Securities

These securities are fixed income securities issued by local, state and regional governments or other governmental authorities – and they may be issued for a wide range of purposes, including construction of public facilities or short-term funding, and for varying maturities. Interest on Municipal Securities will be exempt from regular Federal income taxes, but may be a tax preference item for purposes of computing alternative minimum tax (“AMT”). The tax treatment that will be accorded to interest payable by issuers of Municipal Securities will depend on the specific terms of the security involved.

Private Activity and Industrial Revenue Bonds. Municipal Securities may be “general obligations” of their issuers, the repayment of which is secured by the issuer’s pledge of full faith, credit and taxing power. Municipal Securities may be payable from revenues derived from a particular facility that will be operated by a non-government user. The payment of principal and interest on these bonds is generally dependent solely on the ability of the private user or operator to meet its financial obligations and the pledge, if any, of real or personal property securing that obligation.

 

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Credit Enhancements. Some Municipal Securities feature credit enhancements, such as lines of credit, letters of credit, municipal bond insurance, and standby bond purchase agreements (SBPAs). SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying Municipal Security should default. Municipal bond insurance, which is usually purchased by the bond issuer from a private, nongovernmental insurance company, provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit rating of an insured bond reflects the credit rating of the insurer, based on its claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer’s loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them have the highest credit rating. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider’s obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower or bond issuer.

Credit Supports. The creditworthiness of particular Municipal Securities will generally depend on the creditworthiness of the entity responsible for payment of interest on such particular Municipal Security. Municipal Securities also include instruments issued by financial institutions that represent interests in Municipal Securities held by that institution – sometimes referred to as participation interests – and securities issued by a municipal issuer that are guaranteed or otherwise supported by a specified financial institution. Because investors will generally look to the creditworthiness of the supporting financial institution, changes in the financial condition of that institution, or ratings assigned by rating organizations of its securities, may affect the value of the instrument.

AMT Risk. The interest on some municipal securities is a preference item for purposes of the Federal AMT. If the Portfolio’s holdings of such securities are substantial and you are subject to this tax, a substantial portion of any income you receive as a result of your investment in the Portfolio will be subject to this tax.

About Real Estate Investments

Real Estate Investment Trusts (“REITs”). REITs are pooled investment vehicles that invest the majority of their assets directly in real property and/or in loans to building developers and derive income primarily from the collection of rents and/or interest income. Equity REITs can also realize capital gains by selling property that has appreciated in value. Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Real Estate Securities Portfolio and certain other of the Portfolios that may invest in REITs will indirectly bear their respective proportionate share of expenses incurred by REITs in which each invests in addition to the expenses incurred directly by that Portfolio.

REITs can generally be classified as Equity REITs, Mortgage REITs, Hybrid REITs and REOC’s. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. REOCs are real estate companies that engage in the development, management, or financing of real estate. Typically, they provide services such as property management, property development, facilities management, and real estate financing. REOCs are publicly traded corporations that have not elected to be taxed as REITs. The three primary reasons for such an election are (a) availability of tax-loss carryforwards, (b) operation in non-REIT-qualifying lines of business, and (c) ability to retain earnings.

The Real Estate Securities Portfolio will not invest in real estate directly, but only in securities issued by real estate or real estate related companies. However, because of its policy of concentration in the securities of companies in the real estate industry, The Real Estate Securities Portfolio is also subject to the risks associated with the direct ownership of real estate. These risks include:

 

   

declines in the value of real estate

 

   

risks related to general and local economic conditions

 

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possible lack of availability of mortgage funds

 

   

overbuilding

 

   

extended vacancies of properties

 

   

increased competition

 

   

increases in property taxes and operating expenses

 

   

changes in zoning laws

 

   

losses due to costs resulting from the clean-up of environmental problems

 

   

liability to third parties for damages resulting from environmental problems

 

   

casualty or condemnation losses

 

   

limitations on rents

 

   

changes in neighborhood values and the appeal of properties to tenants

 

   

changes in interest rates

Thus, the value of The Real Estate Securities Portfolio’s shares may change at different rates compared to the value of shares of a mutual fund with investments in a mix of different industries.

In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Furthermore, REITs are dependent upon management skills and generally may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers, and self-liquidation. Additionally, REITs could possibly fail to qualify for tax-free pass-through of income under the Code, or to maintain their exemptions from registration under the Investment Company Act. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

About ESG Investing in The ESG Growth Portfolio.

The ESG Screens applied by the Adviser as part of the securities selection process for The ESG Growth Portfolio are based, in part on third party data and ESG rating agencies or organizations. Generally, the Portfolio’s ESG Screens take into account criteria such as a company’s corporate policies and practices in the areas such as environment; workplace practices and human rights; corporate governance; community impact; and product safety and integrity.

Companies in which the Portfolio invests may not meet the highest standards with respect to all aspects of environmental, social and governance performance. The Portfolio will, however, seek to invest in companies that adhere to positive standards in these areas. The Portfolio may, at its discretion, vary the ESG Factors on which the Portfolio’s ESG Screens are based, including adding criteria, changing the weightings of various criteria or otherwise modifying the use of the ESG Screens in the investment selection process. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Adviser’s opinion ESG Factors are not applicable or it is not possible to implement the criteria.

About Socially Responsible Investing in The Catholic SRI Growth Portfolio.

In selecting investments, The Catholic SRI Growth Portfolio seeks to adhere to the social and moral concerns set forth in the Social Guidelines described under “Principal Investment Strategies,” above. The Portfolio will not invest in companies engaged in: activities that include direct participation in or support of abortion (unless the company is absolutely required by law to do so); the manufacture of contraceptives (or that derive a significant portion of their revenues from the sale of contraceptives); scientific research on human fetuses or embryos, including human cloning and fetal stem cell research; or the manufacture, sale or use of anti-personnel landmines and the Portfolio will seek to avoid investment in companies that are primarily engaged in adult entertainment or the production of military weapons. The Portfolio is not authorized or sponsored by the Roman Catholic Church or the USCCB.

 

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About Cash Management Practices. Except with respect to the Index Accounts, a Specialist Manager may seek to maintain liquidity pending investment by investing assets allocated to it in short-term money market instruments issued, sponsored or guaranteed by the U.S. Government, its agencies or instrumentalities. Such securities are referred to in this Prospectus as U.S. government securities. The Portfolios may also invest in repurchase agreements secured by U.S. government securities or short-term money market instruments of other issuers, including corporate commercial paper, and variable and floating rate debt instruments, that have received, or are comparable in quality to securities that have received, one of the two highest ratings assigned by at least one recognized rating organization and/or money market funds. The Portfolios may also invest in short-term time deposits. When the Trust reallocates Portfolio assets among Specialist Managers, adds an additional Specialist Manager to a Portfolio, or replaces a Specialist Manager with another Specialist Manager, the Portfolio may invest assets in short-term money market instruments during a startup or transition period while the Specialist Manager receiving the assets determines appropriate longer term investments. Under extraordinary market or economic conditions, all or any portion of a Portfolio’s assets may be invested in short-term money market instruments for temporary defensive purposes. Each of the Portfolios may also purchase commercial paper for temporary purposes. If such action is taken by a Specialist Manager as a result of an incorrect prediction about the effect of economic, financial or political conditions, the performance of the affected Portfolio will be adversely affected and the Portfolio may be unable to achieve its objective. Each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio may invest any portion of its assets in short-term money market instruments, or other cash equivalents, including money market funds, when the Adviser deems it appropriate to achieve the Portfolio’s investment objectives. Additionally, each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio may invest in such instruments when such Portfolio’s assets are reallocated among Specialist Managers, during Specialist Manager transition periods and pending investment in appropriate longer term investments.

Each Portfolio’s performance may be adversely affected to the extent that a significant portion of its assets are invested in short-term money market instruments during periods when the securities markets are increasing in value.

About Derivative Strategies. Except with respect to the Index Accounts, a Specialist Manager may, but is not obligated to, use certain strategies (“Derivative Strategies”) on behalf of a Portfolio in order to reduce certain risks that would otherwise be associated with their respective securities investments. In anticipation of future purchases, each Specialist Manager, including a Specialist Manager responsible for an Index Account, may use Derivative Strategies to gain market exposure pending direct investment in securities. These strategies include the use of options on securities and securities indexes and options on stock index and interest rate futures contracts. The Equity Portfolios (except the Index Accounts) and the Income Portfolios may also use forward foreign currency contracts in connection with the purchase and sale of those securities, denominated in foreign currencies, in which each is permitted to invest. In addition, The International Equity, The Institutional International Equity, Emerging Markets, Commodity Returns Strategy and Inflation Protected Securities Portfolios may, but are not obligated to, use forward foreign currency contracts, foreign currency options and foreign currency futures to hedge against fluctuations in the relative value of the currencies in which securities held by these Portfolios are denominated.

The Core Fixed Income Portfolio and The Fixed Income Opportunity Portfolio may also use foreign currency options and foreign currency futures to hedge against fluctuations in the relative value of the currencies in which the foreign securities held by these Portfolios are denominated. In addition, these Portfolios, along with The Commodity Returns Strategy Portfolio, The Institutional Growth Portfolio, The Short-Term Municipal Bond Portfolio, The U.S. Government Fixed Income Securities Portfolio, The U.S. Government Corporate Fixed Income Securities Portfolio and The U.S. Government Mortgage/Asset Backed Fixed Income Securities Portfolio may enter into swap transactions. Swap transactions are contracts in which a Portfolio agrees to exchange the returns (or differentials in rates of return) and/or cash flows earned or realized on a particular “notional amount” of underlying instrument. Payments may be based on currencies, interest rates, securities indexes, commodity indexes or other reference rates. Swaps may be used to manage the maturity and duration of a fixed income portfolio or to gain exposure to a market without directly investing in securities traded in that market.

Use of the instruments noted above (collectively, “Derivative Instruments”) must be consistent with a Portfolio’s investment objective and policies (and, in the case of the Index Accounts, the indexing strategy described earlier in this Prospectus). The Portfolios may, with the exception of The Commodity Returns Strategy Portfolio, not use Derivative Instruments for speculative purposes. No Portfolio may invest more than 10% of its total assets in option purchases. Further information relating to the use of Derivative Instruments, and the limitations on their use, appears in the Statement of Additional Information.

 

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No assurances can be made that a Specialist Manager will use any Derivative Strategies, a particular Derivative Strategy or a particular Derivative Instrument. However, there are certain overall considerations to be aware of in connection with the use of Derivative Instruments in any of the Portfolios. The ability to predict the direction of the securities or currency markets and interest rates involves skills different from those used in selecting securities. Although the use of various Derivative Instruments is sometimes intended to enable each of the Portfolios to hedge against certain investment risks, there can be no guarantee that this objective will be achieved. For example, in the event that an anticipated change in the price of the securities (or currencies) that are the subject of the Derivative Strategy does not occur, it may be that the Portfolio employing such Derivative Strategy would have been in a better position had it not used such a strategy at all. Moreover, even if the Specialist Manager correctly predicts interest rate or market price movements, a hedge could be unsuccessful if changes in the value of the option or futures position do not correspond to changes in the value of investments that the position was designed to hedge. Suitable derivative transactions may not be available in all circumstances. Derivative Strategies can disproportionately increase losses and reduce opportunities for gain when security prices, indices, currency rates or interest rates change in unexpected ways and a Portfolio may suffer losses disproportionate to the amount of its investments in these instruments. Liquid markets do not always exist for certain derivative instruments and lack of a liquid market for any reason may prevent a Portfolio from liquidating an unfavorable position and/or make valuation of the instrument difficult to determine. Valuation of derivatives may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. In the case of an option, the option could expire before it can be sold, with the resulting loss of the premium paid by a Portfolio for the option. In the case of a futures contract, a Portfolio would remain obligated to meet margin requirements until the position is closed. In addition, options that are traded over-the-counter differ from exchange traded options in that they are two-party contracts with price and other terms negotiated between the parties. For this reason, the liquidity of these instruments may depend on the willingness of the counterparty to enter into a closing transaction. In the case of currency-related instruments, such as foreign currency options, options on foreign currency futures, and forward foreign currency contracts, it is generally not possible to structure transactions to match the precise value of the securities involved since the future value of the securities will change during the period that the arrangement is outstanding. As a result, such transactions may preclude or reduce the opportunity for gain if the value of the hedged currency changes relative to the U.S. dollar. Like over-the-counter options, such instruments are essentially contracts between the parties and the liquidity of these instruments may depend on the willingness of the counterparty to enter into a closing transaction. In addition, changes in government regulation of derivatives could affect the character, timing and amount of the Portfolio’s taxable income or gains. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

About Other Permitted Instruments.

Borrowing and Lending. Each of the Portfolios may borrow money from a bank for temporary emergency purposes and may enter into reverse repurchase agreements. A reverse repurchase agreement, which is considered a borrowing for purposes of the Investment Company Act, involves the sale of a security by the Trust and its agreement to repurchase the instrument at a specified time and price. Accordingly, the Trust will maintain a segregated account consisting of cash, U.S. government securities or high-grade, liquid obligations, maturing not later than the expiration of a reverse repurchase agreement, to cover its obligations under the agreement. Borrowings outstanding at any time will be limited to no more than one-third of a Portfolio’s total assets. To avoid potential leveraging effects of a Portfolio’s borrowings, however, additional investments will not be made while aggregate borrowings, including reverse repurchase agreements, are 5% or more of a Portfolio’s total assets. Each of the Portfolios may lend portfolio securities to brokers, dealers and financial institutions provided that cash, or equivalent collateral, equal to at least 100% of the market value (plus accrued interest) of the securities loaned is maintained by the borrower with the lending Portfolio. During the time securities are on loan, the borrower will pay to the Portfolio any income that may accrue on the securities. The Portfolio may invest the cash collateral and earn additional income or may receive an agreed upon fee from the borrower who has delivered equivalent collateral. No Portfolio will enter into any securities lending transaction if, at the time the loan is made, the value of all loaned securities, together with any other borrowings, equals more than one-third of the value of that Portfolio’s total assets.

Liquidity Risk. Liquidity risk is the risk that certain securities may be difficult or impossible to sell at the price that would normally prevail in the market at the time at which a Portfolio desires to sell. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

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Market Risk. Market risk is the risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industrial sector of the economy or the market as a whole. Finally, key information about a security or market may be inaccurate or unavailable. This is particularly relevant to investments in foreign securities.

Commercial Paper. Commercial paper is a short-term, unsecured negotiable promissory note of a U.S. or non-U.S. issuer. Although each of the Portfolios may purchase commercial paper for temporary purposes, The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Core Fixed Income Portfolio, The Fixed Income Opportunity Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio and The U.S. Government Mortgage/Asset Backed Fixed Income Securities Portfolio may acquire these instruments as described above for non-temporary purposes.

Investments in Other Investment Companies.

The Adviser or the Specialist Managers may also acquire, on behalf of a Portfolio, securities issued by other investment companies to the extent permitted under the Investment Company Act, provided that such investments are otherwise consistent with the overall investment objective and policies of that Portfolio. Each Portfolio may invest in these instruments to achieve market exposure to its respective asset class, including when direct investment in securities in accordance with the investment policies of the relevant Portfolio is pending, to hedge against the relative value of the securities in which an acquiring Portfolio primarily invests, or to facilitate the management of cash flows in or out of that Portfolio. Other investment company securities that may be acquired by a Portfolio include those of investment companies which invest in short-term money market instruments.

Exchange-traded funds (“ETFs”) are securities that are issued by investment companies and traded on securities exchanges. ETFs are subject to market and liquidity risk. The Portfolios may invest in ETFs. Such ETFs are unaffiliated with the Trust.

Many ETFs seek to replicate the performance of a securities market index or a group of securities markets (“Index-based ETFs”) in a particular geographic area. Thus, investment in Index-based ETFs offers, among other things, an efficient means to achieve diversification to a particular industry that would otherwise only be possible through a series of transactions and numerous holdings. Although similar diversification benefits may be achieved through an investment in another investment company, ETFs generally offer greater liquidity and lower expenses. Because an ETF charges its own fees and expenses, fund shareholders will indirectly bear these costs. The Portfolios will also incur brokerage commissions and related charges when purchasing shares in an ETF in secondary market transactions. Unlike typical investment company shares, which are valued once daily, shares in an ETF may be purchased or sold on a listed securities exchange throughout the trading day at market prices that are generally close to net asset value.

Because ETFs are investment companies, investment in such funds would, absent exemptive relief, be limited under applicable Federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to up to 5% of its total assets and limit aggregate investments in all investment companies to 10% of total assets. Provided certain requirements set forth in the Investment Company Act are met, however, investments in excess of these limitations may be made. In particular, the Portfolio may invest in the iShares® Trust and iShares®, Inc. (“iShares®”) in excess of the statutory limit in reliance on an exemptive order issued to that entity, provided that certain conditions are met. iShares® is a registered trademark of Barclays Global Investors, N.A. (“BGI”). Neither BGI nor the iShares® funds make any representations regarding the advisability of investing in an iShares® fund.

Additionally, the Real Estate Securities Portfolio may invest up to 100% of its assets in ETFs that invest in the securities of real estate related companies in reliance on provisions of the Investment Company Act that permit such investments so long as the investing fund, together with any affiliates, does not own more than 3% of the outstanding voting securities of the acquired fund. When relying on these provisions, the Real Estate Securities Portfolio is required to vote all proxies of the funds it owns in the same proportion as the vote of all other holders of such securities.

Disclosure of Portfolio Holdings

A complete list of each Portfolio’s holdings is publicly available through filings made with the Securities and Exchange Commission (“SEC”) on Form N-CSR and Form N-PORT . A description of the Portfolios’ policies and procedures with respect to disclosure of the Portfolios’ securities is provided in the Trust’s Statement of Additional Information (“SAI”).

 

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Additional Information

 

Fund Management

The Board of Trustees is responsible for the oversight of the business and affairs of the Trust. Day-to-day operations of the Trust are the responsibility of the Trust’s officers and various service organizations retained by the Trust.

Advisory Services

HC Capital Solutions. HC Capital Solutions serves as the overall investment adviser to the Trust under the terms of its discretionary investment advisory agreements (“HC Capital Agreements”) with the Trust. The Adviser continuously monitors the performance of various investment management organizations, including the Specialist Managers, and generally oversees the services provided to the Trust by its administrator, custodian and other service providers. Under the HC Capital Agreements the Adviser has direct authority to invest and reinvest the Trust’s assets and, although it is not generally responsible for day-to-day investment decisions for the Trust or its Portfolios, it may at times directly manage a Portfolio’s cash and investments in ETFs. The Adviser is responsible for monitoring both the overall performance of each Portfolio, and the individual performance of each Specialist Manager within those Portfolios. Each of the Portfolios is authorized to operate on a “multi-manager” basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Adviser may, from time to time, reallocate the assets of a multi-manager Portfolio among Specialist Managers that provide portfolio management services to that Portfolio when it believes that such action would be appropriate to achieve the overall objectives of the particular Portfolio. The Adviser is an integral part of the Specialist Manager selection process and instrumental in the supervision of Specialist Managers.

As part of its oversight responsibilities, the Adviser seeks to manage overall active portfolio risk. In connection with this effort, the Adviser may, from time to time, determine that, as a result of investment decisions in actively managed portions of a Portfolio, the overall Portfolio is underweight with respect to a specific market segment represented in the designated benchmark index. If, in the Adviser’s judgment, it is appropriate to do so from a portfolio management perspective, the Adviser may direct that a portion of those assets allocated to the “passive” or “index” investment approach be invested in a manner that replicates a subset of the market segment that, in the Adviser’s judgment, is not represented as desired in the Portfolio as a whole. The companies represented in the subset (“Subset Components”) will be determined by the Specialist Manager responsible for the “indexed” portion of the Portfolio. By way of example, application of the investment process of an active manager may result in a decision to limit investments in higher yielding stocks. Taking into account the Portfolio’s overall structure, however, the Adviser may determine that a Portfolio is disproportionately underweight in higher yielding stocks from a total portfolio management perspective. Under such circumstances, the Adviser may (but is not required to) direct that a portion of those assets allocated to the “passive” or “index” investment approach be invested in a manner that captures the performance of higher yielding stocks.

The Trust has been granted an order from the Securities and Exchange Commission (“SEC”) permitting the Trust to enter into portfolio management agreements with Specialist Managers upon the approval of the Board of Trustees but without submitting such contracts for the approval of the shareholders of the relevant Portfolio under certain circumstances.

With respect to the Commodity Returns Strategy Portfolio, the Adviser is also registered as a “commodity pool operator” (“CPO”) under the Commodity Exchange Act and the rules of the Commodity Futures Trading Commission (“CFTC”) and is subject to CFTC regulation with respect to that Portfolio. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that apply with respect to the Portfolio as a result of the Adviser’s registration as a CPO. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable SEC requirements. This means that for most of the CFTC’s disclosure and shareholder reporting requirements applicable to the Adviser as the Portfolio’s CPO, the Adviser’s compliance with SEC disclosure and shareholder reporting requirements will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Portfolio, the Portfolio may incur additional compliance and other expenses. The CFTC has neither reviewed nor approved the Portfolio, its investment strategies or this prospectus. In addition, with respect to the Commodity Returns Strategy Portfolio, the Adviser is relying upon an exemption from registration as a “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC.

 

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With respect to each Portfolio other than The Commodity Returns Strategy Portfolio (each, an “Excluded Portfolio”), the Adviser has claimed an exclusion from the definition of CPO under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, with respect to the Excluded Portfolios, the Adviser is relying upon a related exclusion from the definition of CTA under the CEA and the rules of the CFTC.

The terms of the CPO exclusion require each Excluded Portfolio, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards as described in the Statement of Additional Information. Because the Adviser and the Excluded Portfolios intend to comply with the terms of the CPO exclusion, an Excluded Portfolio may, in the future, need to adjust its investment strategies, consistent with its investment objective, to limit its investments in these types of instruments. The Excluded Portfolios are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Adviser’s reliance on these exclusions, or the Excluded Portfolios, their investment strategies or this prospectus.

Officers and/or employees of the Adviser serve as the executive officers of the Trust and/or as members of the Board of Trustees. For its services under the HC Capital Agreements, the Adviser is entitled to receive an annual fee of 0.05% of each Portfolio’s average net assets. The principal offices of the Adviser are located at Five Tower Bridge, 300 Barr Harbor Drive, 5th Floor, West Conshohocken, PA 19428-2970. A registered investment adviser under the Investment Advisers Act of 1940, as amended, since 1988, the Adviser had, as of June 30, 2019, approximately $21.0 billion in assets under management. HC Capital Solutions is a division of Hirtle, Callaghan & Co. LLC, and wholly owned by Hirtle Callaghan Holdings, Inc., which is controlled by one of its founders, Jonathan J. Hirtle. Mr. Mark Hamilton, Mr. Brad Conger, CFA and Mr. Scott Jacobson, CFA act as portfolio managers for each Portfolio. Mr. Hamilton is the Chief Investment Strategist for the Adviser and has been with the Adviser since August 2018. Prior to joining the Adviser, Mr. Hamilton served over 5 years as Chief Investment Officer of Asset Allocation for OppenheimerFunds. Mr. Conger is a Vice President at the Adviser and has been with the Adviser since December 2010. Prior to joining the Adviser, Mr. Conger spent over four years as a Director and Senior Analyst at Clearbridge Advisors. Mr. Jacobson is a Capital Allocation Investment Strategist for the Adviser and has been with the Adviser since 2015. Prior to joining the Adviser, Mr. Jacobson served as a Managing Director at Wedbush Securities, Inc., a Consultant for ClearVol Capital Management, LLC and the Head of Derivative Strategy at Sanford C. Bernstein & Co., LLC.

Specialist Managers. Day-to-day investment decisions for each of the Portfolios are the responsibility of one or more Specialist Managers retained by the Trust. In accordance with the terms of separate portfolio management agreements relating to the respective Portfolios, and subject to the general supervision of the Trust’s Board of Trustees, each of the Specialist Managers is responsible for providing a continuous program of investment management to, and placing all orders for, the purchase and sale of securities and other instruments for those portions of the Portfolios they serve for which they are responsible.

In the case of those Portfolios that are served by more than one Specialist Manager, the Adviser is responsible for determining the appropriate manner in which to allocate assets to each such Specialist Manager. The Adviser may increase or decrease the allocation to a Specialist Manager, if it deems it appropriate to do so, in order to achieve the overall objectives of the Portfolio involved. Allocations may vary between zero percent (0%) and one hundred percent (100%) of a Portfolio’s assets managed by a particular Specialist Manager at any given time. The Adviser may also recommend that the Board of Trustees terminate a particular Specialist Manager when it believes that such termination will benefit a Portfolio. The goal of the multi-manager structure is to achieve a better rate of return with lower volatility than would typically be expected of any one management style. Its success depends upon the ability of the Trust to: (a) identify and retain Specialist Managers who have achieved and will continue to achieve superior investment records relative to selected benchmarks; (b) pair Specialist Managers that have complementary investment styles (e.g., top-down vs. bottom-up investment selection processes); (c) monitor Specialist Managers’ performance and adherence to stated styles; and (d) effectively allocate Portfolio assets among Specialist Managers.

The following is information on how the management fees were calculated for each of the Portfolios (note that allocation percentages at June 30, 2019 may not total 100% for certain reasons including the absence of a former Specialist Manager):

The Value Equity Portfolio – The Portfolio is managed by three Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [47]%, Cadence, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. multifactor Strategy, [6]% Parametric’s Liquidity Strategy,[ 0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy, [46]% Parametric’s Tax-Managed Custom Core Strategy and [1]% HC Capital Solutions.

 

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The Institutional Value Equity Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of 40% Cadence, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. multifactor Strategy, [0]% PIMCO, [12]% Parametric’s Liquidity Strategy, [0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy and [2]% HC Capital Solutions.

The Growth Equity Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2018 of [ 0]% Cadence, [26]% Jennison,[ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. multifactor Strategy, [1]% Parametric’s Liquidity Strategy, [0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy, [47]% Parametric’s Tax-Managed Custom Core Strategy and [0]% HC Capital Solutions.

The Institutional Growth Equity Portfolio – The Portfolio is managed by five Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [0]% Cadence, [25]% Jennison, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. multifactor Strategy, [0]% PIMCO, [3]% Parametric’s Liquidity Strategy, [0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy and [2]% HC Capital Solutions.

The Small Capitalization-Mid Capitalization Equity Portfolio – The Portfolio is managed by four (formerly seven) Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of , [33]% Frontier, [0]% Cadence, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [9]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [26]% Parametric’s Tax-Managed Custom Core Strategy and [0]% HC Capital Solutions.

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio – The Portfolio is managed by four (formerly seven) Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [34]% Frontier, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [2]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% Cadence and [3]% HC Capital Solutions.

The Real Estate Securities Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [85]% Wellington Management, [0]% Cadence, [0]% Mellon, [10]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [5]% HC Capital Solutions.

The Commodity Returns Strategy Portfolio – The Portfolio is managed by six Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of 0% Wellington Management Global Natural Resources Strategy, [3]% Wellington Management Commodity Strategy, [7]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% Parametric’s Tax-Managed Custom Core Strategy,[ 0]% PIMCO, [0]% Cadence, [3]% Vaughan Nelson, [64]% Mellon and [0]% HC Capital Solutions.

The ESG Growth Portfolio – The Portfolio is managed by three Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of , [46]% Mellon, 1% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and[ 0]% Agincourt.

The Catholic SRI Growth Portfolio – The Portfolio is managed by three Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [48]% Mellon, [0]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [0]% Agincourt.

The International Equity Portfolio – The Portfolio is managed by six Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [34]% Causeway, [14]% Artisan Partners, [50]% Cadence, [0]% CLIM, [2]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% to Parametric’s Tax-Managed Custom Core Strategy, [0]% Mellon and [0]% HC Capital Solutions.

 

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The Institutional International Equity Portfolio – The Portfolio is managed by seven Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [0]% Mellon, [21]% Causeway, [10]% Artisan Partners, [12]% Lazard, [51]% Cadence, [4]% CLIM, [2]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [0]% HC Capital Solutions.

The Emerging Markets Portfolio – The Portfolio is managed by six Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [78]% Mellon, [0]% Cadence, [0]% CLIM, [1]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy,[ 0]% Parametric’s Tax-Managed Custom Core Strategy, [21]% RBC GAM and [0]% HC Capital Solutions.

The Core Fixed Income Portfolio – The Portfolio is managed by two Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [60]% Mellon, [40]% Agincourt and [0]% HC Capital Solutions.

The Fixed Income Opportunity Portfolio – The Portfolio is managed by five Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [67]% Fort Washington, [0]% CLIM, [0]% Mellon, [4]% Parametric’s Liquidity Strategy, [5]% Parametric’s Targeted Strategy, [24]% Western Asset and [0]% HC Capital Solutions.

The U.S. Government Fixed Income Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of [100]% Mellon and [0]% HC Capital Solutions.

The Inflation Protected Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of [96]% Mellon’s Domestic Strategy and [4]% HC Capital Solutions.

The U.S. Corporate Fixed Income Securities Portfolio – The Portfolio is managed by two Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [94]% Agincourt, [0]% Mellon and [6]% HC Capital Solutions.

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of [94]% Mellon and [6]% HC Capital Solutions.

The Short-Term Municipal Bond Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of [100]% Breckinridge.

The Intermediate Term Municipal Bond Portfolio – The Portfolio is managed by two Specialist Managers. Although assets allocated to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [99]% Mellon, [0]% CLIM and [1]% HC Capital Solutions.

The Intermediate Term Municipal Bond II Portfolio – The Portfolio is managed by two Specialist Managers. Although assets allocated to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [100]% Breckinridge, [0]% CLIM and [0]% HC Capital Solutions.

Updated Specialist Manager allocations can be found in the Trust’s Annual and Semi-Annual Reports filed on Form N-CSR.

A detailed description of the Specialist Managers that currently serve the Trust’s various Portfolios is found in the “Specialist Manager Guide” included in this Prospectus.

 

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Discussions regarding the Board of Trustees’ basis for approving the Trust’s agreements with the Adviser and each of the Specialist Managers appear in the Trust’s Annual Report to Shareholders dated June 30, 2019 and Semi-Annual Report to Shareholders dated December 31, 2018.

Additional Information About Fund Management

The Commodity Returns Strategy Portfolio may pursue its investment objective, in part, by investing in the Subsidiaries. Each of the Subsidiaries has entered into a separate contract with one of the Specialist Managers whereby the respective Specialist Manager provides investment advisory and other services to the Subsidiary. Neither the Adviser nor the Specialist Managers receive separate compensation from the Subsidiaries for provision of these services. The Portfolio pays the Adviser and the Specialist Managers their management fees based on the Portfolio’s assets, including its investment in the Subsidiaries.

Shareholder Information: Purchases and Redemptions

Purchasing Shares of the Portfolios. Shares of each of the Portfolios are sold at their net asset value per share (“NAV”) next calculated after your purchase order is received by the Trust. Please refer to further information under the heading “Acceptance of Purchase Orders; Anti-Money Laundering Policy.”

Calculating NAV. A Portfolio’s NAV is determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally at 4:00 p.m. Eastern time, on days the NYSE is open. The NYSE may close earlier than 4:00 p.m. on some days. The NAV is calculated by adding the total value of a Portfolio’s investments and other assets attributable to HC Advisors Shares, subtracting its liabilities attributable to HC Advisors Shares and then dividing that figure by the number of outstanding HC Advisors Shares of that Portfolio:

 

NAV   

=

  

total assets – liabilities

     

number of shares outstanding

The value of each Portfolio’s investments is generally determined by current market quotations. When reliable market quotations are not readily available for any security, the fair value of that security will be determined by a committee established by the Trust’s Board of Trustees (“Board”) in accordance with procedures adopted by the Board. The fair valuation process is designed to value the subject security at the price a Portfolio would reasonably expect to receive upon its current sale. Fair value pricing may be employed, for example, if the value of a security held by a Portfolio has been materially affected by an event that occurs after the close of the market in which the security is traded, in the event of a trading halt in a security for which market quotations are normally available or with respect to securities that are deemed illiquid. When this fair value pricing method is employed, the prices of securities used in the daily computation of a Portfolio’s NAV per share may differ from quoted or published prices for the same securities. Additionally, security valuations determined in accordance with the fair value pricing method may not fluctuate on a daily basis, as would likely occur in the case of securities for which market quotations are readily available. Consequently, changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued based on market quotations.

Service Fees. The Trust has adopted a plan under Rule 12b-1 (“12b-1 Plan”) that allows HC Advisors Shares of each Portfolio to pay service fees related to services provided to shareholders. Because these fees are paid out of a Portfolio’s 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. The maximum such fee is 0.25% of the average daily net assets of HC Advisors Shares and the maximum fee has been included in the calculation for Total Annual Portfolio Operating Expenses for each of the Portfolios, although there is no current intention to assess this fee.

Acceptance of Purchase Orders; Anti-Money Laundering Policy. Payment for purchases of Trust shares may be made by wire transfer or by check drawn on a U.S. bank. Generally, purchases must be made in U.S. dollars. Third-party checks, cash, credit cards, credit card convenience checks, traveler’s checks, money orders and checks payable in foreign currency are not accepted. The Trust reserves the right to reject any purchase order. Purchase orders may be received by the Trust’s transfer agent on any regular business day.

 

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If accepted by the Trust, shares of the Portfolios may be purchased in exchange for securities which are eligible for acquisition by the Portfolios. Securities accepted by the Trust for exchange and Portfolio shares to be issued in the exchange will be valued as set forth under “Calculating NAV” at the time of the next determination of net asset value after such acceptance. All dividends, interest, subscription, or other rights pertaining to such securities shall become the property of the Portfolio whose shares are being acquired and must be delivered to the Trust by the investor upon receipt from the issuer. The Trust will not accept securities in exchange for shares of a Portfolio unless such securities are, at the time of the exchange, eligible to be included, or otherwise represented, in the Portfolio whose shares are to be issued and current market quotations are readily available for such securities. The Trust will accept such securities for investment and not for resale. A gain or loss for Federal income tax purposes will generally be realized by investors who are subject to federal taxation upon the exchange depending upon the cost of the securities exchanged. Investors interested in such exchanges should contact the Trust. Purchases of shares will be made in full and fractional shares calculated to three decimal places.

Multiple Class Portfolios. The Trust offers two classes of shares: HC Advisors Shares and HC Strategic Shares. This Prospectus provides information for the HC Advisors Shares. HC Advisor Shares are available for purchase by an Intermediary that (i) has entered into, and maintains, a client agreement with the Adviser; and (ii) acting in accordance with discretionary authority on behalf of such Intermediary’s fiduciary clients, seeks to invest in one or more of the Trust’s Portfolios. HC Advisors Shares have service fees not applicable to the HC Strategic Shares.

Customer Identification Information

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations. Accordingly, when you open an account, you will be asked for information that will allow the Trust to verify your identity, in the case of individual investors or, in the case of institutions or other entities, to verify the name, principal place of business, taxpayer identification number and similar information. The Trust may also ask you to provide other documentation or identifying information and/or documentation for personnel authorized to act on your behalf.

Identity Verification Procedures – Because the absence of face-to-face contact with customers limits the Trust’s ability to reasonably validate the authenticity of documents received from an applicant, the Trust will never rely solely upon documentary methods to verify a customer’s identity. However, documentary evidence of a customer’s identity shall be obtained in an effort to complement the non-documentary customer identification verification process whenever necessary.

Customer Information – The following information is required prior to opening an account:

a. Name;

b. Date of birth, for an individual;

c. Address, which shall be:

1) For an individual, a residential or business street address;

2) For an individual who does not have a residential or business street address, an Army Post Office (APO) or Fleet Post Office (FPO) box number, or the residential or business street address of next of kin or of another contact individual; or

3) For a person other than an individual (such as a corporation, partnership, or trust), a principal place of business, local office or other physical location; and

d. Identification Number, which shall be:

1) For a U.S. person, a taxpayer identification number; or

2) For a non-U.S. person, one or more of the following: a taxpayer identification number, passport number and country of issuance; alien identification card number; or number and country of issuance of any other government issued document evidencing nationality or residence and bearing a photograph or similar safeguard.

 

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Customer Verification. As discussed above, the Trust also uses non-documentary methods to verify a customer’s identity, although an initial, documentary (good order) review of the Account Application and purchase instrument will also be conducted for consistency, completeness, signs of alteration or other abnormalities or deficiencies. The Trust will complete its procedures to attempt to verify the customer’s identity within five business days of opening an account. The Trust will identify customers primarily by independently verifying the customer’s identity through the comparison of information provided by the customer with information obtained from a consumer reporting agency, public database or other source.

If a customer’s identity cannot be reasonably ensured through the above verification procedures, the Trust will not open the account and the original purchase instrument will normally be returned to the customer. In the event an account was opened for a customer during the verification process, it will be closed and the proceeds will normally be returned to the customer. However, if there is evidence of fraud or other wrong doing, the customer’s account will be frozen and no proceeds or purchase instruments will be returned until the matter is resolved.

Redeeming Your Shares. You may redeem your shares in any Portfolio on any regular business day. Shares will be redeemed at the NAV next computed after receipt of your redemption order by the Trust. The Trust expects that redemption proceeds will typically be paid on the business day following the receipt of your redemption request; however, payment of redemption proceeds may take up to seven days. Redemption requests may only be postponed or suspended for longer than seven days as permitted under Section 22(e) of the Investment Company Act of 1940 (the “Investment Company Act”) if (i) the NYSE is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Portfolio or the fair determination of the value of the Portfolio’s net assets not reasonably practicable; or (iii) the SEC, by order or regulation, permits the suspension of the right of redemption. Redemption proceeds may be wired to an account that you have predesignated and which is on record with the Trust. Shares purchased by check will not be redeemed until that payment has cleared – normally, within 15 days of receipt of the check by the Trust. Redemption requests for all or any portion of your account with the Trust, must be in writing and must be signed by the shareholder(s) named on the account or an authorized representative. If you wish to redeem shares of any Portfolio valued at $25,000 or more, each signature must be guaranteed. Trust Portfolios typically hold cash or cash equivalents and/or futures to meet redemption requests, but may engage in short-term borrowing, redeem portfolio positions, if necessary, and/or redeem shares in-kind (as described below) to meet such requests when circumstances warrant.

Other Information about Purchases and Redemptions. Distributions are made on a per share basis regardless of how long you have owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution. Capital gains, if any, are distributed at least annually.

The values of securities that are primarily listed on foreign exchanges may change on days when the NYSE is closed and the NAV of a Portfolio is not calculated. You will not be able to purchase or redeem your shares on days when the NYSE is closed.

The Trust may permit investors to purchase shares of a Portfolio “in kind” by exchanging securities for shares of the selected Portfolio. This is known as an “in kind” purchase. Shares acquired in an in-kind transaction will not be redeemed until the transfer of securities to the Trust has settled – usually within 15 days following the in-kind purchase. The Trust will not accept securities in exchange for shares of a Portfolio unless: (1) such securities are eligible to be included, or otherwise represented, in the Portfolio’s investment portfolio at the time of exchange and current market quotations are readily available for such securities; (2) the investor represents and agrees that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Portfolio under the Securities Act of 1933 or under the laws of the country in which the principal market for such securities exists, or otherwise; and (3) at the discretion of the Portfolio, the value of any such security (except U.S. Government securities) being exchanged, together with other securities of the same issuer owned by the Portfolio, will not exceed 5% of the net assets of the Portfolio immediately after the transaction. The Trust may also redeem shares in kind. This means that all or a portion of the redemption amount would be paid by distributing on a pro rata basis to the redeeming shareholder securities held in a Portfolio’s investment portfolio. Investors will incur brokerage charges on the sale of these portfolio securities. In-kind purchases and sales will be permitted solely at the discretion of the Trust.

The Trust does not impose investment minimums or sales charges of any kind. If your account falls below $5,000, the Trust may ask you to increase your balance. If it is still below $5,000 after 30 days, the Trust may close your account and send you the proceeds at the current NAV. Shareholders will receive notice before any account is closed for this reason. In addition, if you purchase shares of the Trust through a program of services offered by a financial intermediary, you may incur advisory fees or custody expenses in addition to those expenses described in this Prospectus. Investors should contact such intermediary for information concerning what, if any, additional fees may be charged.

 

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Frequent purchases and redemptions of shares of a mutual fund (including activities of “market timers”) can result in the dilution in the value of Trust shares held by long-term shareholders, interference with the efficient management of a Portfolio’s investment portfolio, and increased brokerage and administrative costs. The Board of Trustees has considered the extent to which the Portfolios may be vulnerable to such risks. While the Board of Trustees will continue to monitor the situation and may elect to adopt specific procedures designed to discourage frequent purchases and redemptions, the Board of Trustees, has determined that it is not necessary to do so at this time. This conclusion is based on the fact that investments in the Trust may be made only by investment advisory clients of the Adviser or financial intermediaries such as investment advisers, acting in a fiduciary capacity with investment discretion, that have established relationships with the Adviser and the absence of abuses in this area at any time since the commencement of the Trust’s operations.

Shareholder Reports and Inquiries. Shareholders will receive semi-annual reports containing unaudited financial statements as well as annual reports containing financial statements which have been audited by the Trust’s independent registered public accounting firm. Each shareholder will be notified annually as to the Federal tax status of distributions made by the Portfolios in which such shareholder is invested. Shareholders may contact the Trust by calling the telephone number, or by writing to the Trust at the address shown, on the back cover of this Prospectus.

Dividends and Distributions. Any income a Portfolio receives is paid out, less expenses, in the form of dividends to its shareholders. The Core Fixed Income Portfolio, U.S. Government Fixed Income Portfolio, Inflation Protected Portfolio, U.S. Corporate Fixed Income Portfolio, U.S. Mortgage/Asset Backed Fixed Income Portfolio, Short-Term Municipal Portfolio, Intermediate Municipal Portfolio, and Intermediate Municipal II Portfolio declare and distribute dividends from net investment income, if any, on a monthly basis. Income dividends, if any, on The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Fixed Income Opportunity Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio and The Catholic SRI Growth Portfolio are paid on a quarterly basis. Dividends on The International Equity Portfolio and The Institutional International Equity Portfolio are paid semi-annually. Dividends on The Emerging Markets Portfolio are paid on an annual basis. Income dividends on each of the Income Portfolios are paid monthly. Capital gains for all Portfolios, if any, are distributed at least annually.

Federal Taxes. The following is a summary of certain U.S. tax considerations relevant under current law, which may be subject to change in the future. Except where otherwise indicated, the discussion relates to investors who are individual U.S. citizens or residents. You should consult your tax adviser for further information regarding federal, state, local and foreign tax consequences relevant to your specific situation.

Portfolio Distributions. Each Portfolio contemplates distributing as dividends each year all or substantially all of its taxable income, including its net capital gain (the excess of net long-term capital gain over net short-term capital loss). Except as discussed below, you will be subject to Federal income tax on Portfolio distributions regardless of whether they are paid in cash or reinvested in additional shares. Portfolio distributions attributable to short-term capital gains and net investment income will generally be taxable to you as ordinary income, which may be taxed for Federal income tax purposes at a rate as high as 37%, except as discussed below.

Distributions attributable to net capital gain of a Portfolio for which the Portfolio reports to shareholders a capital gain distribution for the taxable year in a written statement furnished to the shareholder must be broken down into 20% rate gain distributions, unrecaptured Section 1250 gain distributions, 28% rate gain distributions and Section 1202 gain distributions. A shareholder that receives capital gain distributions from a Portfolio will treat the capital gain distributions as follows: (i) 20% rate gain distributions are treated as long-term capital gains which are taxed at a 20% rate, a 15% rate or zero rate depending upon the shareholder’s taxable income; (ii) unrecaptured Section 1250 gain distributions are treated as long-term capital gains that are taxed at a 25% rate; (iii)28% rate gain distributions are treated as long-term capital gains that are taxed at a 28% rate; and (iv) Section 1202 gain distributions are gains from the sale or exchange by a Portfolio of qualified small business stock held for more than 5 years and after a 50% exclusion, are taxed at a 28% rate.

 

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Distributions of certain “qualifying dividends” will also generally be taxable to non-corporate shareholders at a maximum rate of twenty percent (20%) (15% if the individual’s income is below a certain level), as long as certain requirements are met. In general, distributions paid by a Portfolio to individual shareholders will be qualifying dividends only to the extent they are derived from qualifying dividends earned by such Portfolio. To the extent that The Real Estate Securities Portfolio invests a significant portion of its assets in REITs (which is anticipated to be the case), distributions attributable to operating income of those REITs will generally not constitute “qualifying dividends”. Accordingly, investors in The Real Estate Securities Portfolio should anticipate that a significant portion of the dividends to them each year will be taxable at the higher rates generally applicable to ordinary income. Because the income of the Income Portfolios primarily is derived from investments earning interest rather than dividend income, generally none of an Income Portfolio’s income dividends will constitute “qualifying dividends”.

The use of derivatives by a Portfolio may cause the Portfolio to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain.

The Real Estate Securities Portfolio may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a US REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Portfolio realizes excess inclusion income in excess of certain threshold amounts.

Under 2017 legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”), “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. The TCJA does not contain a provision permitting a RIC, such as a Portfolio, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable a Portfolio to pass through the special character of “qualified REIT dividends” to its shareholders.

Distributions from a Portfolio will generally be taxable to you in the taxable year in which they are paid, with one exception. Distributions declared by a Portfolio in October, November or December and paid in January of the following year are taxed as though they were paid on December 31.

You will be notified annually of the tax status of distributions to you.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts. Net investment income does not include exempt-interest dividends.

You should note that if you purchase shares just before a distribution, the purchase price will reflect the amount of the upcoming distribution, but you will be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a return of capital. This adverse tax result is known as “buying into a dividend.”

Sales or Exchanges. You will generally recognize taxable gain or loss for Federal income tax purposes on a sale, exchange or redemption of your shares in a Portfolio, including an exchange for shares of another Portfolio, based on the difference between your tax basis in the shares and the amount you receive for them. A Portfolio is required to report to you and the IRS annually the tax basis of shares you purchased or acquired on or after January 1, 2012, which will be calculated using the Portfolio’s default method. However, to aid in computing your tax basis, you generally should retain your account statements for the periods during which you held shares. Generally, you will recognize long-term capital gain or loss if you have held your Portfolio shares for over twelve months at the time you dispose of them.

Any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale or redemption of shares of a Portfolio may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of the same Portfolio within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of a Portfolio. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

 

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IRAs and Other Tax-Qualified Plans. One major exception to the foregoing tax principles is that distributions on, and sales, exchanges and redemptions of, shares held in an IRA (or other tax-qualified plan) will not be currently taxable. However, future distributions from IRAs and other tax-qualified plans (other than Roth IRAs, Roth 401(k) plans and other after-tax accounts) are usually taxed as ordinary income.

Other Tax-Exempt Investors. Tax-exempt investors will generally be exempt from federal income tax on dividends received and gains realized with respect to shares of a Portfolio. Tax-exempt investors may, however, be subject to the unrelated business income tax to the extent their investments in a Portfolio are debt-financed. Moreover, certain categories of tax-exempt investors, such as private foundations, may be subject to federal excise tax on their investment income, which would include income and gain from an investment in shares of a Portfolio.

Foreign Taxes Incurred by The International Equity, The Institutional International Equity, The Emerging Markets, The Commodity Returns Strategy, The ESG Growth and The Catholic SRI Growth Portfolios. It is expected that The International Equity, The Institutional International Equity, The Emerging Markets, The Commodity Returns Strategy, The ESG Growth and The Catholic SRI Growth Portfolios will be subject to foreign withholding taxes with respect to dividends or interest received from sources in foreign countries. Each of these Portfolios, except The Commodity Returns Strategy Portfolio, is expected to have more than 50% of its assets at the close of each year invested in stocks or securities of foreign corporations and, therefore, may elect to pass-through to its shareholders their pro rata share of foreign taxes that the Portfolios pay. The Commodity Returns Strategy Portfolio may elect to pass-through to its shareholders their pro rata share of foreign taxes that the Portfolio pays if more than 50% of the value of the assets at the close of the year consists of stock or securities of foreign corporations. If a Portfolio makes such an election and obtains a refund of foreign taxes paid by the Portfolio in a prior year, the Portfolio may be eligible to reduce the amount of foreign taxes reported by the Portfolio to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received. Additionally, if this election is made, shareholders will be: (i) required to include in their gross income (in addition to actual dividends received) their pro rata share of any foreign taxes paid by the Portfolio, and (ii) entitled to either deduct (as an itemized deduction in the case of individuals) their share of such foreign taxes in computing their taxable income or to claim a credit for such taxes against their U.S. income tax, subject to certain limitations under the Code.

The Short-Term Municipal Bond Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. During normal market conditions, it is expected that substantially all of the dividends paid by The Short-Term Municipal Bond Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio will be excludable from gross income for Federal income tax purposes. As previously noted, the Portfolios may, however, invest in certain securities with interest that may be a preference item for the purposes of the alternative minimum tax (although The Short-Term Municipal Bond Portfolio does not currently intend to do so). Tax-exempt income is a factor in determining whether Social Security benefits are taxable. The Portfolios may also realize taxable capital gains. Accordingly, a portion of the Portfolio’s dividends will not be totally exempt from Federal income taxes. In addition, if you receive an exempt-interest dividend with respect to any share and the share is held by you for six months or less, any loss on the sale or exchange of the share will be disallowed to the extent of such dividend amount.

Backup Withholding. A Portfolio may be required in certain cases to withhold and remit to the IRS a percentage of taxable dividends or gross proceeds realized upon the sale of shares that are payable to shareholders who: (i) have failed to provide a correct tax identification number in the manner required, (ii) are subject to withholding by the IRS for failure to properly include on their return payments of taxable interest or dividends, (iii) have failed to certify to the Portfolio that they are not subject to backup withholding when required to do so, or (iv) have failed to certify that they are “exempt recipients.” The current withholding rate, as of the date of this prospectus, is 24%.

U.S. Tax Treatment of Foreign Shareholders. Nonresident aliens, foreign corporations and other foreign investors in a Portfolio will generally be exempt from U.S. federal income tax on Portfolio distributions attributable to net capital gains. The exemption may not apply, however, if the investment in a Portfolio is connected to a trade or business of the foreign investor in the United States or if the foreign investor is present in the United States for 183 days or more in a year and certain other conditions are met.

Portfolio distributions attributable to other categories of Portfolio income, such as dividends from portfolio companies, will generally be subject to a 30% withholding tax when paid to foreign shareholders. There are exemptions from the withholding tax for certain capital gain dividends paid by a Portfolio from net long-term capital gains, exempt interest dividends, interest-related dividends and short-term capital gain dividends, if such amounts are reported by the Portfolio. The withholding tax may, however,

 

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be reduced (and, in some cases, eliminated) under an applicable tax treaty between the United States and a shareholder’s country of residence or incorporation, provided that the shareholder furnishes a Portfolio with a properly completed IRS Form W-8, as applicable, to establish entitlement to these treaty benefits. If a shareholder fails to properly certify that they are not a U.S. person, Portfolio distributions will be subject to backup withholding at a rate of 24%.

Foreign shareholders will generally not be subject to U.S. tax on gains realized on the sale, exchange or redemption of shares in a Portfolio. All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in a Portfolio.

State and Local Taxes. You may also be subject to state and local taxes on distributions and redemptions, including distributions from The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond Portfolio. State income taxes may not apply, however, to the portions of each Portfolio’s distributions, if any, that are attributable to interest on U.S. government securities or interest on securities of the particular state or localities within the state. You should consult your tax adviser regarding the tax status of distributions in your state and locality.

Other Reporting and Withholding Requirements. Under the Foreign Account Tax Compliance Act (“FATCA”), a Portfolio will be required to withhold a 30% tax on the following payments or distributions made by the Portfolio to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Portfolio shares. A Portfolio may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Portfolio fails to provide the Portfolio with appropriate certifications or other documentation concerning its status under FATCA.

Special Tax Considerations Related to The Commodity Returns Strategy Portfolio. In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, The Commodity Returns Strategy Portfolio must, among other things, derive at least 90% of its income from certain specified sources (such income, “qualified income”). The tax treatment of commodity-linked notes and certain other derivative instruments under tests to qualify as a regulated investment company is not certain. The Trust received a private letter ruling from the IRS confirming that the income and gain arising from certain types of commodity-linked notes in which the Portfolio has the ability to invest in constitutes qualifying income under the Code. In September 2016, the IRS announced that it would no longer issue private letter rulings on questions relating to the treatment of a corporation as a regulated investment company that require a determination of whether a financial instrument or position is a security under section 2(a)(36) of the 1940 Act. (A financial instrument or position that constitutes a security under section 2(a)(36) of the 1940 Act generates qualifying income for a corporation taxed as a regulated investment company.) This caused the IRS to revoke any rulings, like the Portfolio’s ruling, that required such a determination. The portion of the Portfolio’s ruling relating to its investment in commodity-linked notes was revoked by the IRS retroactively to the date of its issuance because the Portfolio did not invest in any commodity-linked notes in reliance on the ruling at the Portfolio level. In addition, the Subsidiaries will invest in commodity-linked swaps and certain other commodity-linked derivatives. The Trust received a private letter ruling from the IRS confirming that income derived from the Portfolio’s investment in the Subsidiaries will constitute qualifying income to the Portfolio. In September 2016, the IRS issued proposed regulations that would require such Subsidiaries to distribute their “Subpart F” income (defined in Section 951 of the Code to include passive income such as income from commodity-linked derivatives) each year in order for a regulated investment company to treat that income as satisfying the Income Requirement. Accordingly, the extent to which the Portfolio invests in commodities or commodity-linked derivatives may be limited by the qualification tests for a regulated investment company, which the Portfolio must continue to satisfy.

In addition, another requirement for qualifying for the special tax treatment accorded regulated investment companies and their shareholders is that the Portfolio must satisfy several diversification requirements, including the requirement that not more than 25% of the value of the Portfolio’s total assets may be invested in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers which the Portfolio controls and which are engaged in the same, similar, or related trades or businesses. Therefore, the Portfolio may not invest any more than 25% of the value of its assets in the Subsidiaries. Absent this diversification requirement, the Portfolio would be permitted to invest more than 25% of the value of its assets in the Subsidiaries.

More information about taxes is in the Statement of Additional Information.

 

196


Financial Highlights

 

The financial highlights tables are intended to help you understand the financial performance of each of the Trust’s Portfolios for the past five years or since inception of the Portfolio, if less than five years (with the exception of The Real Estate Securities Portfolio which did not offer Advisors Shares at any time during the past 5 years). Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that you would have earned or lost on an investment in the Portfolio (assuming reinvestment of all dividends and distributions). The financial highlights tables of Strategic Shares each of The U.S. Government Fixed Income Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio, The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio, The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio and The Short-Term Municipal Bond Portfolio are provided in connection with, and in support of, the Strategic Shares performance information of the Portfolios included in those Portfolios’ Summary Sections of the Prospectus. This financial information has been audited by [], whose report, along with the Trust’s financial statements, is incorporated by reference into the Statement of Additional Information, which is available upon request.

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income (Loss)
    Net
Realized/
Unrealized
Gains
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers
    Ratio of Net
Investment
Income (Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate(a)
 

The Value Equity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 19.52     $ 0.43     $ 1.36     $ 1.79     $ (0.44   $ (0.92   $ (1.36   $ 19.95       9.17   $ 675       0.52     0.26     2.08     58.60

Year Ended June 30, 2017

    17.69       0.42       2.51       2.93       (0.41     (0.69     (1.10     19.52       16.79     845       0.54     0.28     2.22     61.30

Year Ended June 30, 2016

    18.46       0.44       (0.06     0.38       (0.41     (0.74     (1.15     17.69       2.43     786       0.52     0.26     2.38     66.86

Year Ended June 30, 2015

    17.88       0.36       0.58       0.94       (0.36     —         (0.36     18.46       5.27     1,163       0.54     0.28     1.94     123.19

Year Ended June 30, 2014

    14.94       0.43       2.93       3.36       (0.42     —         (0.42     17.88       22.69     1,217       0.57     0.31     2.43     53.96

The Institutional Value Equity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 13.00     $ 0.30     $ 0.79     $ 1.09     $ (0.27   $ (0.86   $ (1.13   $ 12.96       8.34   $ 738       0.51     0.25     1.99     68.39

Year Ended June 30, 2017

    12.00       0.27       1.69       1.96       (0.26     (0.70     (0.96     13.00       16.65     1,493       0.54     0.28     2.13     55.25

Year Ended June 30, 2016

    13.50       0.28       (0.06     0.22       (0.27     (1.45     (1.72     12.00       2.44     1,435       0.51     0.25     2.25     67.08

Year Ended June 30, 2015

    14.79       0.27       0.45       0.72       (0.28     (1.73     (2.01     13.50       5.12     1,613       0.53     0.27     1.96     119.98

Year Ended June 30, 2014

    14.60       0.36 (b)      2.66 (b)      3.02       (0.35     (2.48     (2.83     14.79       22.82     1,434       0.57     0.31     2.45     63.68

The Growth Equity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 20.86     $ 0.22     $ 3.70     $ 3.92     $ (0.22   $ (1.06   $ (1.28   $ 23.50       19.16   $ 922       0.55     0.29     0.94     39.77

Year Ended June 30, 2017

    18.76       0.19       3.25       3.44       (0.19     (1.15     (1.34     20.86       19.23     1,118       0.56     0.31     0.98     38.28

Year Ended June 30, 2016

    22.35       0.22       1.01       1.23       (0.20     (4.62     (4.82     18.76       5.89     1,085       0.54     0.29     1.00     38.90

Year Ended June 30, 2015

    20.48       0.19       2.11       2.30       (0.19     (0.24     (0.43     22.35       11.34     1,623       0.55     0.30     0.88     57.33

Year Ended June 30, 2014

    16.93       0.21       3.55       3.76       (0.21     —         (0.21     20.48       22.29     1,690       0.53     0.28     1.09     30.28

The Institutional Growth Equity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 16.10     $ 0.20     $ 2.80     $ 3.00     $ (0.18   $ (0.67   $ (0.85   $ 18.25       18.97   $ 1,026       0.53     0.28     1.00     43.36

Year Ended June 30, 2017

    14.80       0.17       2.48       2.65       (0.17     (1.18     (1.35     16.10       19.03     2,008       0.54     0.29     1.08     21.93

Year Ended June 30, 2016

    17.15       0.17       0.83       1.00       (0.16     (3.19     (3.35     14.80       6.30     1,931       0.52     0.27     1.05     37.43

Year Ended June 30, 2015

    16.59       0.16       1.64       1.80       (0.15     (1.09     (1.24     17.15       11.20     2,187       0.54     0.28     0.93     96.81

Year Ended June 30, 2014

    15.00       0.19       3.00       3.19       (0.19     (1.41     (1.60     16.59       22.19     1,935       0.51     0.26     1.16     48.43

 

(a)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(b)

Per share amounts are based on average shares outstanding.

 

197


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income (Loss)
    Net
Realized/
Unrealized
Gains
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Tax
Return of
Capital
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return(a)
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of
Net
Investment
Income
(Loss) to
Average
Net
Assets(b)
    Portfolio
Turnover
Rate(a)(c)
 

The Small Capitalization-Mid Capitalization Equity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 25.21     $ 0.10     $ 4.28     $ 4.38     $ (0.10   $ —       $ —       $ (0.10   $ 29.49       17.40   $ 121       1.02     0.76     0.36     61.65

Year Ended June 30, 2017

    21.02       0.02       4.20       4.22       (0.03     —         —         (0.03     25.21       20.09     141       1.08     0.82     0.09     48.52

Year Ended June 30, 2016

    22.66       0.01       (1.64     (1.63     (0.01     —         —   (d)      (0.01     21.02       (7.18 )%      131       1.04     0.76     0.08     48.89

Year Ended June 30, 2015

    21.20       (0.01     1.48       1.47       (0.01     —         —         (0.01     22.66       6.92     195       1.08     0.82     (0.06 )%      67.34

Year Ended June 30, 2014

    17.10       0.06       4.11       4.17       (0.07     —         —         (0.07     21.20       24.41     207       0.86     0.60     0.32     41.18

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 17.07     $ 0.10     $ 2.87     $ 2.97     $ (0.08   $ (1.57   $ —       $ (1.65   $ 18.39       18.18   $ 132       0.95     0.70     0.50     95.15

Year Ended June 30, 2017

    14.57       0.03       2.79       2.82       (0.03     (0.29     —         (0.32     17.07       19.43     248       1.00     0.75     0.16     47.63

Year Ended June 30, 2016

    16.61       0.03       (1.15     (1.12     —   (d)      (0.90     (0.02     (0.92     14.57       (6.69 )%      235       0.97     0.69     0.16     52.38

Year Ended June 30, 2015

    17.19       0.01       1.14       1.15       (0.01     (1.72     —         (1.73     16.61       7.43     265       1.06     0.80     0.03     83.94

Year Ended June 30, 2014

    17.09       0.03       3.28       3.31       (0.03     (3.18     —         (3.21     17.19       20.85     239       0.95     0.70     0.22     67.75

The Commodity Returns Strategy Portfolio HC Advisors Shares(e)

 

Year Ended June 30, 2018

  $ 8.48     $ 0.20     $ 1.37     $ 1.57     $ (0.29   $ —       $ —         $ (0.29   $ 9.76       18.61   $ 698       0.65     0.35     2.38     28.82

Year Ended June 30, 2017

    7.86       0.17       0.62       0.79       (0.17     —         —         (0.17     8.48       10.01     1,068       0.67     0.42     1.99     56.34

Year Ended June 30, 2016

    8.80       0.14       (0.95     (0.81     (0.13     —         —         (0.13     7.86       (9.12 )%      1,351       0.69     0.44     1.86     130.01

Year Ended June 30, 2015

    11.63       0.13       (2.78     (2.65     (0.14     (0.04     —         (0.18     8.80       (22.84 )%      1,635       0.88     0.63     1.37     63.29

Year Ended June 30, 2014

    9.81       0.08       1.84       1.92       (0.10     —         —         (0.10     11.63       19.66     1,621       0.91     0.66     0.81     61.70

The ESG Growth Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 10.64     $ 0.30     $ 0.78     $ 1.08     $ (0.31   $ —       $ —       $ (0.31   $ 11.41       10.17   $ 1       0.54     0.29     2.67     15.54

Year Ended June 30, 2017

    9.34       0.27       1.31       1.58       (0.28     —         —         (0.28     10.64       17.08     1       0.60     0.34     2.67     25.45

Period Ended June 30, 2016(f)

    10.00       0.24       (0.65     (0.41     (0.23     (0.02     —         (0.25     9.34       (4.16 )%      1       0.67     0.42     2.76     35.90

The Catholic SRI Growth Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 12.03     $ 0.35     $ 0.99     $ 1.34     $ (0.34   $ (0.31   $ —       $ (0.65   $ 12.72       11.22   $ 1       0.62     0.31     2.72     17.01

Year Ended June 30, 2017

    10.76       0.32       1.57       1.89       (0.35     (0.27     —         (0.62     12.03       18.00     1       0.82     0.31     2.77     27.41

Period Ended June 30, 2016(g)

    10.00       0.19       0.75       0.94       (0.18     —         —         (0.18     10.76       8.91     1       1.09     0.31     3.88     25.63

 

(a)

Not annualized for periods less than one year.

(b)

Annualized for periods less than one year.

(c)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(d)

Amount rounds to less than $0.005 per share.

(e)

Statement has been consolidated.

(f)

For the period July 14, 2015 (commencement of operations) through June 30, 2016.

(g)

For the period January 12, 2016 (commencement of operations) through June 30, 2016.

 

198


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income (Loss)
    Net
Realized/
Unrealized
Gains
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate(a)
 

The International Equity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 10.49     $ 0.38     $ 0.21     $ 0.59     $ (0.33   $ —       $ (0.33   $ 10.75       5.60   $ 1,661       0.69     0.44     2.77     29.94

Year Ended June 30, 2017

    9.00       0.28       1.51       1.79       (0.30     —         (0.30     10.49       19.87     2,222       0.68     0.42     2.79     52.75

Year Ended June 30, 2016

    11.18       0.28       (1.40     (1.12     (0.27     (0.79     (1.06     9.00       (10.16 )%      1,986       0.63     0.37     2.64     42.41

Year Ended June 30, 2015

    13.56       0.30       (0.96     (0.66     (0.34     (1.38     (1.72     11.18       (4.50 )%      3,032       0.63     0.38     2.59     48.85

Year Ended June 30, 2014

    11.36       0.43       2.24       2.67       (0.43     (0.04     (0.47     13.56       23.61     3,136       0.67     0.42     3.24     55.23

The Institutional International Equity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 10.37     $ 0.30     $ 0.31     $ 0.61     $ (0.40   $ (0.02   $ (0.42   $ 10.56       5.78   $ 1,868       0.65     0.40     2.78     40.38

Year Ended June 30, 2017

    8.86       0.28       1.52       1.80       (0.29     —         (0.29     10.37       20.40     3,979       0.65     0.40     2.84     52.79

Year Ended June 30, 2016

    10.57       0.28       (1.28     (1.00     (0.27     (0.44     (0.71     8.86       (9.56 )%      3,554       0.61     0.36     2.98     43.96

Year Ended June 30, 2015

    12.57       0.30       (0.90     (0.60     (0.32     (1.08     (1.40     10.57       (4.38 )%      4,108       0.61     0.36     2.81     52.55

Year Ended June 30, 2014

    10.87       0.41       2.15       2.56       (0.40     (0.46     (0.86     12.57       24.07     3,598       0.65     0.40     3.27     64.38

The Emerging Markets Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 17.92     $ 0.38 (b)    $ (0.11   $ 0.27     $ (0.41   $ —       $ (0.41   $ 17.78       1.34   $ 1,451       0.92     0.67     1.97     54.90

Year Ended June 30, 2017

    15.15       0.35       2.84       3.19       (0.42     —         (0.42     17.92       21.51     2,633       0.84     0.59     2.04     60.79

Year Ended June 30, 2016

    17.57       0.39       (2.45     (2.06     (0.36     —         (0.36     15.15       (11.61 )%      2,349       0.82     0.57     2.69     40.02

Year Ended June 30, 2015

    20.00       0.42       (2.13     (1.71     (0.41     (0.31     (0.72     17.57       (8.49 )%      3,017       0.84     0.59     2.34     85.72

Year Ended June 30, 2014

    17.51       0.35       2.50       2.85       (0.36     —         (0.36     20.00       16.42     2,861       0.98     0.73     2.25     75.84

The Core Fixed Income Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 9.79     $ 0.23     $ (0.30   $ (0.07   $ (0.23   $ —       $ (0.23   $ 9.49       (0.75 )%    $ 1,362       0.58     0.33     2.25     43.79 %(c) 

Year Ended June 30, 2017

    10.01       0.20       (0.20     —         (0.22     —         (0.22     9.79       (0.03 )%      2,942       0.58     0.33     1.97     45.74 %(c) 

Year Ended June 30, 2016

    9.77       0.21       0.36       0.57       (0.24     (0.09     (0.33     10.01       5.98     2,625       0.52     0.27     2.11     58.47 %(c) 

Year Ended June 30, 2015

    9.88       0.19       (0.07     0.12       (0.22     (0.01     (0.23     9.77       1.16     2,796       0.52     0.27     1.90     89.60 %(c) 

Year Ended June 30, 2014

    9.73       0.21       0.24       0.45       (0.25     (0.05     (0.30     9.88       4.68     2,730       0.50     0.25     2.22     75.17 %(c) 

The Fixed Income Opportunity Portfolio HC Advisors Shares

 

Year Ended June 30, 2018

  $ 6.95     $ 0.42     $ (0.14   $ 0.28     $ (0.38   $ —       $ (0.38   $ 6.85       4.06   $ 362       0.69     0.44     5.43     37.57

Year Ended June 30, 2017

    6.62       0.38       0.34       0.72       (0.39     —         (0.39     6.95       11.08     789       0.68     0.43     5.54     41.48

Year Ended June 30, 2016

    7.08       0.38       (0.44     (0.06     (0.38     (0.02     (0.40     6.62       (0.60 )%      1,012       0.64     0.39     5.58     66.76 %(c) 

Year Ended June 30, 2015

    7.65       0.38       (0.39     (0.01     (0.39     (0.17     (0.56     7.08       0.07     1,094       0.57     0.32     5.27     55.80

Year Ended June 30, 2014

    7.40       0.41       0.40       0.81       (0.43     (0.13     (0.56     7.65       11.39     1,050       0.55     0.30     5.52     82.94

 

(a)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(b)

Calculated based on average shares outstanding.

(c)

Portfolio turnover does not include TBA security transactions.

 

199


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income (Loss)
    Net
Realized/
Unrealized
Gains
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return(a)
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of Net
Investment
Income (Loss) to
Average Net
Assets(b)
    Portfolio
Turnover
Rate(a)(c)
 

The U.S. Government Fixed Income Securities Portfolio HC Strategic Shares

 

 

Year Ended June 30, 2018

  $ 9.84     $ 0.17     $ (0.25   $ (0.08   $ (0.17   $ —       $ (0.17   $ 9.59       (0.79 )%    $ 233,377       0.19     0.19     1.81     32.58

Year Ended June 30, 2017

    10.30       0.15       (0.36     (0.21     (0.15     (0.10     (0.25     9.84       (2.03 )%      215,595       0.19     0.19     1.47     46.76

Year Ended June 30, 2016

    10.02       0.14       0.38       0.52       (0.14     (0.10     (0.24     10.30       5.26     241,795       0.17     0.17     1.38     50.10

Year Ended June 30, 2015

    9.94       0.12       0.08       0.20       (0.12     —         (0.12     10.02       2.03     262,998       0.17     0.17     1.21     99.54

Year Ended June 30, 2014

    9.91       0.12       0.07       0.19       (0.13     (0.03     (0.16     9.94       1.91     246,914       0.18     0.18     1.29     62.52

The Inflation Protected Securities Portfolio HC Advisors Shares

 

 

Year Ended June 30, 2018

  $ 10.02     $ 0.27     $ (0.08   $ 0.19     $ (0.23   $ —       $ (0.23   $ 9.98       1.93   $ 1       0.41     0.16     2.70     20.77

Year Ended June 30, 2017

    10.39       0.23       (0.31     (0.08     (0.29     —         (0.29     10.02       (0.81 )%      1       0.40     0.15     2.28     21.69

Year Ended June 30, 2016

    10.01       0.11       0.29       0.40       (0.02     —         (0.02     10.39       4.00     1       0.40     0.15     1.09     20.88

Year Ended June 30, 2015

    10.26       (0.04     (0.15     (0.19     (0.05     (0.01     (0.06     10.01       (1.91 )%      1       0.43     0.18     (0.25 )%      27.12

Period Ended June 30, 2014(d)

    10.00       0.12       0.24       0.36       (0.10     —         (0.10     10.26       3.60     1       0.40     0.15     4.58     18.56

The U.S. Corporate Fixed Income Securities Portfolio HC Strategic Shares

 

 

Year Ended June 30, 2018

  $ 10.03     $ 0.29     $ (0.41   $ (0.12   $ (0.29   $ (0.03   $ (0.32   $ 9.59       (1.21 )%    $ 286,956       0.20     0.20     3.00     44.69

Year Ended June 30, 2017

    10.16       0.26       (0.10     0.16       (0.26     (0.03     (0.29     10.03       1.62     254,908       0.19     0.19     2.59     40.47

Year Ended June 30, 2016

    9.88       0.27       0.48       0.75       (0.27     (0.20     (0.47     10.16       7.92     289,331       0.19     0.19     2.84     64.20

Year Ended June 30, 2015

    10.24       0.27       (0.27     —         (0.27     (0.09     (0.36     9.88       (0.01 )%      223,329       0.28     0.28     2.60     158.19

Year Ended June 30, 2014

    9.97       0.31       0.44       0.75       (0.32     (0.16     (0.48     10.24       7.76     257,604       0.33     0.33     3.16     130.81

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio HC Strategic Shares

 

 

Year Ended June 30, 2018

  $ 9.59     $ 0.21     $ (0.23   $ (0.02   $ (0.25   $ —       $ (0.25   $ 9.32       (0.20 )%    $ 205,138       0.23     0.23     2.24     17.13 %(e) 

Year Ended June 30, 2017

    9.88       0.18       (0.22     (0.04     (0.25     —         (0.25     9.59       (0.38 )%      183,834       0.22     0.22     1.86     17.58 %(e) 

Year Ended June 30, 2016

    9.81       0.21       0.14       0.35       (0.28     —         (0.28     9.88       3.67     208,969       0.19     0.19     2.12     15.24 %(e) 

Year Ended June 30, 2015

    9.87       0.19       —         0.19       (0.25     —         (0.25     9.81       1.97     252,028       0.17     0.17     1.91     29.92 %(e) 

Year Ended June 30, 2014

    9.78       0.21       0.18       0.39       (0.30     —         (0.30     9.87       4.04     250,632       0.17     0.17     2.12     26.46 %(e) 

 

(a)

Not annualized for periods less than one year.

(b)

Annualized for periods less than one year.

(c)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(d)

For the period April 3, 2014 (commencement of operations) through June 30, 2014.

(e)

Portfolio turnover does not include TBA security transactions.

 

200


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income (Loss)
    Net
Realized/
Unrealized
Gains
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers
    Ratio of Net
Investment
Income (Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate(a)
 

The Short-Term Municipal Bond Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2018

  $ 9.87     $ 0.11     $ (0.08   $ 0.03     $ (0.10   $ —       $ (0.10     $ 9.80       0.34   $ 79,612       0.33     0.33     1.23     18.84

Year Ended June 30, 2017

    9.96       0.10       (0.09     0.01       (0.10     —         (0.10     9.87       0.12     17,788       0.35     0.35     1.05     25.02

Year Ended June 30, 2016

    9.94       0.12       0.02       0.14       (0.12     —   (b)      (0.12     9.96       1.37     18,665       0.31     0.31     1.13     38.47

Year Ended June 30, 2015

    10.04       0.12       (0.10     0.02       (0.12     —         (0.12     9.94       0.19     20,933       0.31     0.31     1.18     26.24

Year Ended June 30, 2014

    10.05       0.12       0.01       0.13       (0.12     (0.02     (0.14     10.04       1.26     21,703       0.29     0.29     1.16     25.15

The Intermediate Term Municipal Bond Portfolio HC Advisors Shares

 

             

Year Ended June 30, 2018

  $ 10.08     $ 0.20     $ (0.19   $ 0.01     $ (0.19   $ —       $ (0.19   $ 9.90       0.14   $ 1,008       0.54     0.29     1.94     26.27

Year Ended June 30, 2017

    10.25       0.20       (0.17     0.03       (0.20     —         (0.20     10.08       0.28     1,437       0.53     0.28     1.94     19.75

Year Ended June 30, 2016

    10.06       0.21       0.19       0.40       (0.21     —         (0.21     10.25       4.05     1,400       0.51     0.26     2.08     30.35

Year Ended June 30, 2015

    10.11       0.21       (0.05     0.16       (0.21     —         (0.21     10.06       1.54     1,985       0.49     0.24     2.03     25.67

Year Ended June 30, 2014

    9.96       0.25       0.15       0.40       (0.25     —         (0.25     10.11       4.10     2,490       0.54     0.29     2.48     34.05

The Intermediate Term Municipal Bond II Portfolio HC Advisors Shares

 

             

Year Ended June 30, 2018

  $ 10.30     $ 0.22     $ (0.21   $ 0.01     $ (0.22   $ —   (b)    $ (0.22   $ 10.09       0.07   $ 260       0.52     0.27     2.13     21.56

Year Ended June 30, 2017

    10.59       0.22       (0.28     (0.06     (0.22     (0.01     (0.23     10.30       (0.50 )%      372       0.52     0.27     2.13     15.48

Year Ended June 30, 2016

    10.31       0.21       0.28       0.49       (0.21     —   (b)      (0.21     10.59       4.87     408       0.50     0.25     2.02     11.22

Year Ended June 30, 2015

    10.41       0.19       (0.06     0.13       (0.19     (0.04     (0.23     10.31       1.31     575       0.50     0.25     1.85     21.51

Year Ended June 30, 2014

    10.29       0.22       0.15       0.37       (0.22     (0.03     (0.25     10.41       3.66     724       0.50     0.25     2.11     17.84

 

(a)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(b)

Amount rounds to less than $0.005 per share.

 

201


Specialist Manager Guide

 

 

This Specialist Manager Guide sets forth certain information about the Specialist Managers and the individual portfolio managers. Additional information about the Portfolio Managers’ compensation, other accounts managed, and ownership of securities in the respective Portfolios is available in the SAI.

Agincourt Capital Management, LLC (“Agincourt”) serves as the Specialist Manager of The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio. Agincourt is a 100% employee-owned SEC registered investment founded in 1999 by eight investment partners, all formerly investment professionals with Sovran Capital Management. Agincourt is headquartered at 200 South 10th Street, suite 800, Richmond, VA 23219. As of June 30, 2019, Agincourt managed assets of $7.2 billion, in fixed income portfolios for a wide range of institutional clients.

For its services to The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio, Agincourt receives a fee at an annual rate of 0.08% of the average daily net assets of that portion of each Portfolio that is managed by Agincourt. During the fiscal year ended June 30, 2019, Agincourt received fees of [0.08]% of the average daily net assets of each of The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio. For its services to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, Agincourt receives a fee at an annual rate of[ 0.12]% of the average daily net assets of that portion of each Portfolio that is managed by Agincourt. During the fiscal year ended June 30, 2019, Agincourt received fees of [0.00]% of the average daily net assets of each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio.

Day-to-day investment decisions for The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio are the responsibility of L. Duncan Buoyer, Managing Director and Portfolio Manager of Agincourt and B. Scott Marshall, Director and Portfolio Manager, each a member of the Agincourt Investment team. Mr. Buoyer has been Portfolio Manager with Agincourt since 1999, and is a co-owner of the firm. He joined Sovran Capital Management in 1991 and was previously a portfolio manager for C&S Investment Advisors in Atlanta, GA. Mr. Buoyer, a Chartered Financial Analyst, received a BA in Chemistry from the University of North Carolina-Chapel Hill, and an MBA from Emory University. Mr. Marshall has been Portfolio Manager with Agincourt since 1999, and is a co-owner of the firm. He joined Sovran Capital Management in 1997 and was previously an equity trader and operations specialist with Trusco Capital Management in Atlanta, GA. Mr. Marshall, a Chartered Financial Analyst, received a BBA from the University of Tennessee-Chattanooga.

Artisan Partners Limited Partnership (“Artisan Partners”) serves as a Specialist Manager for The International Equity and The Institutional International Equity Portfolios. Artisan Partners, the principal office of which is located at 875 E. Wisconsin Avenue, Suite 800, Milwaukee, WI 53202, has provided investment management services for international equity assets since 1995. As of June 30, 2019, Artisan Partners managed total assets in excess of $113.8 billion, of which approximately $55.3 billion consisted of mutual fund assets. Artisan Partners is a limited partnership organized under the laws of Delaware. Artisan Partners is managed by its general partner, Artisan Investments GP LLC, a Delaware limited liability company wholly-owned by Artisan Partners Holdings LP (“Artisan Partners Holdings”). Artisan Partners Holdings is a limited partnership organized under the laws of Delaware whose sole general partner is Artisan Partners Asset Management Inc. (“APAM”), a publicly traded Delaware corporation. Artisan Partners was founded in March 2009 and succeeded to the investment management business of Artisan Partners Holdings during 2009. Artisan Partners Holdings was founded in December 1994 and began providing investment management services in March 1995.

Mr. Mark L. Yockey, a managing director of Artisan Partners, is jointly responsible for making day-to-day investment decisions for those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Yockey joined Artisan Partners in 1995 as a portfolio manager. Mr. Yockey holds BA and MBA degrees from Michigan State University and is a Chartered Financial Analyst.

Mr. Andrew J. Euretig, a managing director of Artisan Partners, is jointly responsible for overall management of those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Euretig joined Artisan Partners in 2005 as an analyst and has been an Associate Portfolio Manager since 2012. Mr. Euretig holds both a BS and MBA from the Haas School of Business at the University of California, Berkley.

 

202


Specialist Manager Guide (continued)

 

 

Mr. Charles Hamker, a managing director of Artisan Partners, is jointly responsible for overall management of those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Hamker joined Artisan Partners in 2000 as an analyst and has been an Associate Portfolio Manager since 2012. Mr. Hamker holds a BA with a specialization in Finance and Economics from The European Business School in Paris.

For its services to The International and Institutional International Equity Portfolios, Artisan Partners receives a fee, payable monthly, at an annual rate of 0.47% of the average daily net assets allocated to Artisan Partners so long as the Combined Assets (as defined below) are greater than $500 million. If the Combined Assets are reduced to $500 million or less due to withdrawals or redemptions, beginning with the first calendar quarter following the date on which such withdrawal or redemption reduced such Combined Assets to $500 million or less, the fee shall be calculated based on average daily net assets of the Portfolio allocated to Artisan Partners at the following annual rates: 0.80% on assets up to $50 million; and 0.60% on assets in excess of $50 million. For purposes of computing Artisan Partners’ fee, the term “Combined Assets” shall mean the sum of: (a) the net assets of The International Equity Portfolio of the HC Capital Trust managed by Artisan Partners; and (b) the net assets of The Institutional International Equity Portfolio of the HC Capital Trust managed by Artisan Partners. For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, during the fiscal year ended June 30, 2019 Artisan Partners received a fee of [0.63]% of the average daily net assets of that portion of each of The International Equity Portfolio and The Institutional International Equity Portfolio allocated to Artisan Partners.

Breckinridge Capital Advisors, Inc. (“Breckinridge”) serves as Specialist Manager for The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. Breckinridge, which has managed municipal bond portfolios since 1993 and is a registered investment adviser, is headquartered at 125 High Street, Suite 431, Boston, MA 02110.

For its services to The Short-Term Municipal Bond and The Intermediate Term Municipal Bond II Portfolios Breckinridge receives a fee of 0.125% of the average daily net assets of that portion of each Portfolio allocated to Breckinridge. During the fiscal year ended June 30, 2019, Breckinridge received a fee of [0.125]% of the average daily net assets of that portion of each of The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio allocated to Breckinridge. As of June 30, 2019, Breckinridge managed total assets of approximately $38.9 billion.

The Portfolios are managed by a team of investment professionals who are jointly and primarily responsible for making day-to-day investment decisions:

Peter B. Coffin, President, founded Breckinridge in 1993. Prior to founding Breckinridge, Mr. Coffin was a Senior Vice-President and portfolio manager with Massachusetts Financial Services, where he was also a member of the firm’s Fixed Income Policy Committee. Mr. Coffin is a member of Breckinridge’s Board of Directors and Executive Committee.

 

203


Specialist Manager Guide (continued)

 

 

 

Matthew Buscone joined Breckinridge in 2002. Mr. Buscone has been a member of the portfolio management team since 2008, after having served as a trader at Breckinridge. Mr. Buscone co-heads the portfolio management team and is a member of Breckinridge’s Executive Committee.

Jeffrey Glenn, CFA, joined Breckinridge in 2012 as a trader. Mr. Glenn transitioned to the portfolio management team in 2015. Prior to joining Breckinridge, Mr. Glenn was an associate portfolio manager/analyst at Brandes Investment Partners from 2002 to 2012. Mr. Glenn serves as a co-head of the portfolio management team.

Sara Chanda, joined Breckinridge in 2010. She has been a member of the portfolio management team since 2013, after spending her first few years at Breckinridge as a trader. Ms. Chanda was a Vice President and trader at Eaton Vance Management from 1999 to 2003.

Ji Young Jung, CFA, joined Breckinridge in 2010. She has been a member of the portfolio management team since 2013, after spending her first few years at Breckinridge as a credit analyst and a portfolio analyst. Prior to joining Breckinridge, Ms. Jung worked as an analyst for Assured Guaranty from 2009 to 2010.

Eric Haase, CFA, joined Breckinridge and the portfolio management team in 2016. Previously, Mr. Haase was employed at SCS Financial LLC from 2005 to 2016 most recently as a portfolio manager focusing on tax-exempt separate accounts and conducting manager research across fixed income sectors.

Khurram Gillani joined Breckinridge in 2012. He has been a member of the portfolio management team since 2016, after having served as a credit analyst at Breckinridge. Prior to joining Breckinridge, he was a municipal credit intern at C.W. Henderson & Associates, and an options and derivatives research analyst at TDD Options.

Allyson Gerrish joined Breckinridge and the portfolio management team in 2018. She was a portfolio manager at Columbia Threadneedle from 2013 to 2018.

Cadence Capital Management LLC (“Cadence”) serves as Specialist Manager for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio. Cadence is a wholly owned subsidiary of Pacific Global Asset Management and is an investment adviser registered with the Securities and Exchange Commission pursuant to the Investment Advisers Act. Its headquarters are located at 265 Franklin Street, Boston, MA 02110. As of June 30, 2019, Cadence had approximately $2.8 billion in assets under management.

For its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.065% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%. During the fiscal year ended June 30, 2019, Cadence received a fee of [0.065]% of the average daily net assets of that portion of each of The Value Equity Portfolio and The Institutional Value Equity Portfolio allocated to Cadence. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio.

 

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For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies. During the fiscal year ended June 30, 2019, Cadence received a fee of [0.10]% of the average daily net assets of that portion of each of The International Equity Portfolio and The Institutional International Equity Portfolio allocated to Cadence’s developed markets strategies. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets to emerging markets strategies of The International Equity Portfolio and The Institutional International Equity Portfolio.

For its services to The Emerging Markets Portfolio, Cadence receives a fee from the Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.13% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Emerging Markets Portfolio.

Mr. J. Paul Dokas and Mr. Robert E. Ginsberg are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Cadence. Mr. Dokas is Senior Portfolio Manager, Managing Director and joined Cadence in 2013. Previously, Mr. Dokas served as Director – Investments at Hirtle Callaghan from November 2007 to May 2013. He holds a Bachelors of Business Administration from Loyola College, an MBA from the University of Maryland and added Chartered Financial Analyst (CFA) designation in 1987. Mr. Ginsberg is Senior Portfolio Manager, Managing Director and joined Cadence in 2011. Previously, Mr. Ginsberg served as a Senior Analyst at Invesco from September 2008 to July 2011. Mr. Ginsberg was also a Managing Director and Portfolio Manager at Putnam Investments from August 2004 to January 2008. He holds a BS in Economics and an MBA, both from The Wharton School. He earned his CFA designation in 2000.

Causeway Capital Management LLC (“Causeway”) serves as a Specialist Manager for The International Equity and The Institutional International Equity Portfolios. Causeway’s headquarters are located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025. As of June 30, 2019, Causeway, which is registered as an investment adviser with the SEC, had total assets under management of approximately $51.7 billion, of which $20.2 billion consisted of mutual fund assets.

For its services to The International and Institutional International Equity Portfolios, Causeway receives a fee, payable monthly, at an annual rate of 0.45% of the average daily net assets allocated to Causeway. During the fiscal year ended June 30, 2019, Causeway received a fee of 0.45% of the average daily net assets of each portion of The International Equity Portfolio and The Institutional International Equity Portfolio allocated to Causeway.

Day-to-day management of those assets of The International Equity and Institutional International Equity Portfolios allocated to Causeway is the responsibility of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng, Conor Muldoon, Alessandro Valentini, Ellen Lee and Steven Nguyen. Ms. Ketterer, Mr. Hartford, Mr. Doyle and Mr. Eng have been investment professionals with Causeway since 2001 and Mr. Muldoon has been an investment professional with Causeway since 2003. Mr. Valentini has served as an investment professional with Causeway since July 2006. Ms. Lee has served as an investment professional with Causeway since August 2007. Mr. Nguyen has served as an investment professional with Causeway since 2012. Ms. Ketterer and Mr. Hartford were co-founders of Causeway in 2001, and serve as the firm’s chief executive officer and president, respectively. Ms. Ketterer and Mr. Hartford previously served as co-heads of the International and Global Value Equity Team of the Hotchkis and Wiley division of Merrill Lynch Investment Managers, L.P. (“Hotchkis and Wiley”). Messrs. Doyle and Eng, directors of Causeway, were also associated with the Hotchkis and Wiley International and Global Value Equity Team prior to joining Causeway in 2001. Mr. Muldoon, a director of Causeway, previously served as an investment consultant for Fidelity Investments as a liaison between institutional clients and investment managers within Fidelity. Mr. Valentini, a director of Causeway, previously served as a summer research analyst at Thornburg Investment Management and as a financial analyst at Goldman Sachs in the European Equities Research-Sales division. Ms. Lee, a director of Causeway, previously served as an intern at Tiger Asia, as an associate in the Mergers and Acquisitions division of Credit Suisse First Boston in Seoul, and as an analyst in the Mergers and Acquisitions division of Credit Suisse First Boston in Hong Kong. Mr. Nguyen, a director of Causeway, previously served as a senior credit analyst at Bradford & Marzec and as a credit analyst/portfolio manager in the corporate bond department of Allegiance Capital.

 

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City of London Investment Management Company Limited (“CLIM”) serves as a Specialist Manager for The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. CLIM is authorized and regulated by the Financial Conduct Authority. The firm is also registered as an investment adviser with the SEC pursuant to the Investment Advisers Act and is headquartered in its London location at 77 Gracechurch Street, London, EC3V 0AS, United Kingdom (UK) and has its U.S. office in Coatesville, Pennsylvania. CLIM is a wholly owned subsidiary of City of London Investment Group PLC (CLIG) and comprises 100% of CLIG’s revenues. As of June 30, 2019, CLIM had total assets under management of approximately $5.4 billion, of which none represented assets of mutual funds managed in accordance with investment policies similar to those employed in managing the International Equity, Institutional International Equity, Emerging Markets, Fixed Income Opportunity, The Intermediate Term Municipal Bond and The Intermediate Term Municipal Bond II Portfolios. CLIM was formed in 1991 in London, England and was incorporated in 1993. CLIG is a publicly-held company with a listing on the London Stock Exchange.

For its services to the Portfolios, CLIM receives an annual fee, calculated daily and payable quarterly (monthly in the case of the Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio), based on an annual percentage of the average daily net assets of the Portfolio allocated to CLIM from time to time as follows:

 

The International Equity Portfolio

  

0.80% on the first $50 million in Combined Assets; and 0.40% thereafter*

The Institutional International Equity Portfolio

  

0.80% on the first $50 million in Combined Assets; and 0.40% thereafter*

The Emerging Markets Portfolio

  

1.00% on the first $100 million in Combined Assets; 0.80% on the next $100 million and 0.50% thereafter**

The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio

  

0.45%

 

*

For the International Equity and Institutional International Equity Portfolios, “Combined Assets” shall mean the sum of: the average daily net assets managed by CLIM in each of the International Equity and Institutional International Equity Portfolios; and the net assets invested in the same strategy as these Portfolios that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser.

**

For The Emerging Markets Portfolio, “Combined Assets” shall mean the sum of: the average daily net assets managed by CLIM in The Emerging Markets Portfolio; and the net assets invested in the same strategy as the Portfolio that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser.

During the fiscal year ended June 30, 2019, CLIM received a fee of [0.61]% of the average daily net assets of The Institutional International Equity Portfolio and             % of the average daily net assets of The Intermediate Term Municipal Bond Portfolio. During the fiscal year ended June 30, 2019, CLIM was not allocated assets of The Fixed Income Opportunity Portfolio, The Emerging Markets Portfolio, The International Equity Portfolio or The Intermediate Term Municipal Bond II Portfolio.

Day-to-day portfolio management of those assets of the International Equity and Institutional International Equity Portfolios allocated to CLIM will be the responsibility of a team led by Michael Edmonds. Day-to-day portfolio management of those assets of The Emerging Markets Portfolio allocated to CLIM will be the responsibility of a team led by Mark Dwyer. Day-to-day portfolio management of those assets of The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio, allocated to CLIM will be the responsibility of a team led by James Millward. All assets managed by CLIM are managed in a team approach with input from portfolio managers, research analysts and other investment professionals across all five of the firm’s global offices. Team members conduct research, make investment recommendations and are an integral part of the investment process.

Mr. James Millward is a Portfolio Manager based in the London office. James joined CLIM in 2009 and is responsible for tactical and multi-asset products at CLIM. Prior to joining CLIM, James worked in a proprietary trading role for the Equity Derivatives group of Societe Generale S.A. in London, focusing on closed-end fund arbitrage and special situations strategies. James also held positions at Linklaters LLP and Commerzbank A.G. He holds a BSc (Hons) in Economics from the London School of Economics and Political Science.

 

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Mr. Michael Edmonds is the Lead Portfolio Manager for the Global Developed CEF strategy based in the Philadelphia office. Michael rejoined CLIM in 2009. He had previously worked in the London office of both Olliff & Partners from 1992 to 1996 and CLIM from 1996 to 1998. Prior to rejoining CLIM, Michael spent over eight years at Morgan Stanley Investment Management with roles in marketing and product management and development. He holds a BA (Hons) in Financial Services from the University of West England and has passed the Investment Management Certificate (IMC). He is also a CFA Charterholder and a Chartered Alternative Investment Analyst.

Mr. Michael Sugrue is a Portfolio Manager for the Global Developed CEF strategy based in the London Office. Michael joined CLIM in 1996 and was initially in a support role culminating in him becoming Head of Administration in 2000-2001. Michael worked for an extended period of time in the U.S. office, where he relocated in order to support the founder before ultimately becoming a Portfolio Manager for the Emerging Markets CEF strategy in 2004. Michael returned to London in 2008 as a Portfolio Manager for the Emerging Markets CEF team before transitioning to the Global Developed CEF strategy in 2013.

Mr. Mark Dwyer is Group Chief Investment Officer based in the London office. Mark re-joined CLIM in 2012. Prior to re-joining CLIM, Mark spent over eight years as a Director within the Wealth Management Unit of Banco Comercial Português, where he was primarily in charge of the investment team responsible for fund selection. He had previously established CLIMs Singapore Office in 2000 where he spent two years as a Portfolio Manager before returning to London where he was head of the emerging market closed-end fund investment team until 2003. He also worked in the U.S. office from 1997-1999 as a Portfolio Manager and the London office from 1995-1996 as a research analyst. He holds a BA (Hons) in Economics from Kingston University, and is a CFA Charterholder.

Fort Washington Investment Advisors, Inc. (“Fort Washington”) serves as a Specialist Manager for The Fixed Income Opportunity Portfolio. Fort Washington is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act. Fort Washington is located at 303 Broadway, Suite 1200, Cincinnati, OH 45202. As of June 30, 2019, Fort Washington and its advisory affiliates had total assets under management of approximately $60.6 billion in assets under management.

Messrs. Bauer and Jossart are the individuals primarily responsible for the day-to-day management of the portion of the Portfolio’s assets allocated to Fort Washington. Garrick Bauer is a Vice President and Co-Portfolio Manager focusing on high yield fixed income securities. Garrick joined the firm in 2013. Prior to joining Fort Washington, he worked at Wellington Management Company as a credit portfolio manager on several mutual funds. While at Wellington he was also an analyst on the High Yield team following a variety of sectors. Prior to Wellington Management, he worked at Summit Investment Partners and PricewaterhouseCoopers. Garrick received his BS in Accounting from Miami University and his Masters in Business Administration from the University of Virginia. He is a CFA charterholder and earned the Certified Public Accountant designation (inactive). Timothy Jossart is a Vice President, Co-Portfolio Manager and a Senior Credit Analyst focusing on high yield fixed income securities. Timothy joined the firm in 1996 as a member of the Public Equity team before moving to High Yield in 2005. Prior to joining Fort Washington, Tim worked for Star Bank in Cincinnati where he was an equity analyst supporting Trust Department investments. Prior to his work at Star Bank, he spent two and a half years as a credit analyst with PNC Bank overseeing corporate credits. Timothy received a BBA in Finance from the University of Wisconsin-Madison. He is a CFA charterholder.

For its services to the Portfolio, Fort Washington receives a fee at the annual rate of 0.40% of the first $25 million of the Combined Assets (as defined below) that may, from time to time, be allocated to it by the Adviser, 0.375% of the next $25 million, 0.3375% of the next $50 million, 0.25% of the next $100 million and 0.20% on all assets allocated to Fort Washington if the average daily net assets exceeds $200 million. For the purposes of computing Fort Washington’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the assets managed by Fort Washington in The Fixed Income Opportunity Portfolio and certain other assets managed by Fort Washington for clients of Hirtle Callaghan and Co., LLC. During the fiscal year ended June 30, 2019, Fort Washington received a fee of [0.20]% of the average daily net assets of the portion of The Fixed Income Opportunity Portfolio allocated to Fort Washington.

Frontier Capital Management Company, LLC (“Frontier”) serves as a Specialist Manager for The Small Capitalization-Mid Capitalization Equity and The Institutional Small Capitalization-Mid Capitalization Equity Portfolios. Frontier, the principal offices of which are located at 99 Summer Street, Boston, MA 02110, was established in 1980 and is a registered investment adviser. Frontier had, as of June 30, 2019, approximately $14.0 billion in assets under management, of which approximately $6.2 billion represented assets of mutual funds. Affiliated Managers Group, Inc. (“AMG”), a Boston-based asset management holding company, holds a majority interest in Frontier. Shares of AMG are listed on the New York Stock Exchange (Symbol: AMG). For

 

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its services to The Small Capitalization-Mid Capitalization Equity and The Institutional Small Capitalization-Mid Capitalization Equity Portfolios, Frontier receives a fee based on the average daily net asset value of that portion of the Portfolio’s assets managed by it, at an annual rate of 0.45% on the first $90 million of the Combined Assets (as defined below), and 0.75% for all assets allocated to it in excess of $90 million of such Combined Assets. During the fiscal year ended June 30, 2019, Frontier received fees of [0.45]% of the average daily net assets of that portion of each of The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio allocated to Frontier. The term “Combined Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Frontier from time-to-time along with the net assets of each of those separately managed accounts advised by Hirtle Callaghan & Co. LLC for which Portfolio Manager provides day-to-day portfolio management services. Michael Cavarretta, Andrew Bennett and Peter Kuechle are responsible for making the day-to-day investment decisions for that portion of the Portfolios’ assets assigned to Frontier. Mr. Cavarretta has been Chairman of Frontier since 2010, is a Chartered Financial Analyst and has been an investment professional with Frontier since 1988. He received a B.S. from the University of Maine and an MBA from Harvard Business School. Mr. Bennett is a Chartered Financial Analyst and has been an investment professional at Frontier since 2003. He received a B.A. from Wheaton College. Mr. Kuechle has been an investment professional at Frontier since 2002. He received a B.A. from Dartmouth College and an MBA from Harvard Business School.

Jennison Associates LLC (“Jennison”), a registered investment adviser since 1969, serves as a Specialist Manager for The Growth Equity and The Institutional Growth Equity Portfolio. Jennison’s principal offices are located at 466 Lexington Avenue, New York, NY 10017. For its services to The Growth Equity and The Institutional Growth Equity Portfolios, Jennison receives a maximum annual fee of 0.30% of the average daily net assets of that portion of Portfolios allocated to Jennison (the “Jennison Account”). Jennison’s fee may be lower, however, to the extent the application of the fee schedule set forth below (“Combined Fee Schedule”) to the aggregate market value of the Jennison Account and certain other assets managed by Jennison, for clients of the Adviser, (“Related Accounts”) (together, the “Combined Assets”) results in a lower fee. Under the Combined Fee Schedule, Jennison would receive from The Growth and Institutional Growth Equity Portfolios advisory fees as set forth in the table below. For purposes of the Combined Fee Schedule, a “Related Account” is an account that is managed by Jennison in a manner similar in terms of investment objectives and strategy to the Jennison Account for the benefit of institutional investors who are clients of the Adviser.

 

For Combined Assets of:

  

The fee* paid to Jennison would be:

On the First $10 million

  

0.75% of the avg. daily net assets of those Combined Assets

On the Next $30 million

  

0.50% of the avg. daily net assets of those Combined Assets

On the Next $25 million

  

0.35% of the avg. daily net assets of those Combined Assets

One the Next $335 million

  

0.25% of the avg. daily net assets of those Combined Assets

One the Next $600 million

  

0.22% of the avg. daily net assets of those Combined Assets

On the next $4 billion

  

0.20% of the avg. daily net assets of those Combined Assets

Over $5 billion

  

0.25% of the avg. daily net assets of those Combined Assets

 

*

Under the Combined Fee Schedule, the fee paid to Jennison is subject to the maximum annual fee of the average daily net assets of that portion of Portfolios allocated to Jennison.

For its services to The Growth Equity Portfolio and The Institutional Growth Equity Portfolio during the fiscal year ended June 30, 2019, Jennison received a fee of[ 0.28]% of the average daily net assets of that portion of each of The Growth Equity Portfolio and The Institutional Growth Equity Portfolio, respectively, allocated to the Jennison Account. As of June 30, 2019, Jennison managed in excess of $178 billion in assets, of which approximately $86 billion represented assets of mutual funds. Jennison is organized under the laws of Delaware as a single member limited liability company whose sole member is PGIM, Inc., which is a direct, wholly owned subsidiary of PGIM Holding Company LLC, which is a direct, wholly owned subsidiary of Prudential Financial, Inc.

Day-to-day management of those assets of The Growth Equity and Institutional Growth Equity Portfolios allocated to Jennison is the responsibility of Ms. Kathleen A. McCarragher, Ms. Rebecca Irwin, Ms. Natasha Kuhlkin and Mr. Blair A. Boyer. The portfolio managers share final authority over all aspects of the portion of The Growth Equity and The Institutional Growth Equity Portfolios allocated to Jennison, including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment and management of cash flows.

Kathleen A. McCarragher is a Managing Director, the Head of Growth Equity and a large cap growth equity portfolio manager. She joined Jennison in May 1998. Prior to joining Jennison, Ms. McCarragher spent six years with Weiss, Peck & Greer LLC where she was a Managing Director and the Director of Large Cap Growth Equities. Prior to that, Ms. McCarragher spent 10 years with State Street Research & Management. Ms. McCarragher earned a BBA, summa cum laude, in finance and economics from the University of Wisconsin-Eau Claire and an MBA from Harvard Business School.

 

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Blair A. Boyer is a Managing Director, Co-Head of Large Cap Growth Equity and a large cap growth equity portfolio manager. He joined Jennison in March 1993 as an international equity analyst and joined the large cap growth team as a portfolio manager in 2003. Prior to joining Jennison, he managed international equity portfolios at Arnhold and S. Bleichroeder for five years. Prior to that, he was a research analyst and then a senior portfolio manager at Verus Capital. Mr. Boyer earned a BA in economics from Bucknell University and an MBA from The New York University Stern School of Business.

Rebecca Irwin is a Managing Director and a large cap growth equity portfolio manager and research analyst. She joined Jennison in September 2006. Prior to joining Jennison, Ms. Irwin was a health care analyst at Viking Global Investors. Prior to that, she was at UBS and at Salomon Smith Barney. Ms. Irwin earned a BA in economics from Queen’s University at Kingston, an LLB from the University of Toronto, and an LLM from Harvard Law School.

Natasha Kuhlkin, CFA, is a Managing Director and a large cap growth equity portfolio manager and research analyst. She joined Jennison in May 2004. Prior to joining Jennison, Ms. Kuhlkin was an equity research analyst at Evergreen Investment Management then Palisade Capital Management. Ms. Kuhlkin earned a BS, magna cum laude, in accounting from Binghamton University and she holds the Chartered Financial Analyst (CFA) designation.

The portfolio managers for the portion of The Growth Equity and The Institutional Growth Equity Portfolios allocated to Jennison are supported by other Jennison portfolio managers, research analysts and investment professionals. Team members conduct research, make securities recommendations and support the portfolio managers in all activities. Members of the team may change from time to time.

Lazard Asset Management LLC (“Lazard”) serves as a Specialist Manager for The Institutional International Equity Portfolio. For its services to The Institutional International Equity Portfolio, Lazard receives at the annual rate of 0.40% of the average daily net assets of the first $75 million and 0.35% on the excess over $75 million of that portion of the assets of the Portfolio managed by Lazard. Lazard’s principal offices are located at 30 Rockefeller Plaza, New York, NY, 10112, and Lazard is a wholly owned subsidiary of Lazard Frères & Co. LLC. As of June 30, 2019, Lazard had total assets under management of approximately $[214.0] billion. During the fiscal year ended June 30, 2019, Lazard received a fee of[ 0.36]% of the average daily net assets of the portion of The Institutional International Equity Portfolio allocated to Lazard.

Day-to-day investment decisions for the portion of The Institutional International Equity Portfolio are the responsibility of Paul Moghtader, Taras Ivanenko, Alex Lai and Craig Scholl. Paul Moghtader, Managing Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1992. Prior to joining Lazard in 2007, Paul was Head of the Global Active Equity Group and a Senior Portfolio Manager at State Street Global Advisors (SSgA). At SSgA Paul was the senior manager responsible for the research and portfolio management of all multi-regional active quantitative equity strategies. Previously, Paul was an analyst at State Street Bank. He began his career at Dain Bosworth as a research assistant. Paul has a Master of Management (MM) from Northwestern University and a BA in Economics from Macalester College. Taras Ivanenko, Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1995. Prior to joining Lazard in 2007, Taras was a Senior Portfolio Manager in the Global Active Equity group at State Street Global Advisors (SSgA). Earlier at SSgA, he was a Principal and Senior Application Development Architect in the Equity Systems group. Previously, Taras was an analyst in Quantitative Research and Trading Systems at Oxbridge Research. He has a Ph.D. in Physics from Massachusetts Institute of Technology and an Engineer-Physicist degree from Moscow Physical-Technical Institute. Alex Lai, Senior Vice President, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 2002. Prior to joining Lazard in 2008, Alex was a Vice President and Quantitative Portfolio Manager in the Global Active Equity group at State Street Global Advisors (SSgA). Prior to that, Alex was an investment-banking analyst at Lehman Brothers Asia in Hong Kong. He has an MS in Finance from Boston College and a BBA (Hons) in Finance and Accounting from the University of Michigan, Ann Arbor. Craig Scholl, Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1984. Prior to joining Lazard in 2007, Craig was a Principal and a Senior Portfolio Manager in the Global Active Equity group at State Street Global Advisors (SSgA). Previously he was Managing Director of Public Equities for the Virginia Retirement System, where he was responsible for internally and externally managed portfolios. Prior to that, Craig was a pension investment manager for two large corporations. He also worked as a consultant with InterSec Research and a vice president in data analytics at Lynch, Jones & Ryan. Craig has a BS in Finance and Public Communications from Syracuse University. He is a member of the Boston Security Analysts Society.

 

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[to be updated]Mellon Investments Corporation (“Mellon”), serves as a Specialist Manager for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Core Fixed Income Portfolio, The Fixed Income Opportunity Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio, The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio and The Intermediate Term Municipal Bond Portfolio. Mellon, formerly BNY Mellon Asset Management North America Corporation, is a wholly-owned indirect subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”) and is headquartered at BNY Mellon Center, One Boston Place, Boston, Massachusetts 02108.

For its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the “Portfolios”), Mellon receives a fee from each Portfolio, calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, so long as the aggregate assets allocated to Mellon (“Combined Mellon Assets” as defined below) exceed $2 billion, at the following annual rate of: 0.04% of assets committed to Mellon’s Index Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.065%); 0.065% of the assets committed to Mellon’s Factor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.075%); and, with respect to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio, 0.08% of the assets committed to Mellon’s U.S. MultiFactor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.010%). The term “Combined Mellon Assets” means the sum of: (a) the net assets of the Portfolios, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Mellon; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Mellon provides portfolio management services using the strategies employed in the Trust Portfolios. During the fiscal year ended June 30, 2019, Mellon received fees of [0.065]% of the average daily net assets for each portion of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio allocated to Mellon pursuant to the then (prior to December 11, 2018) compensation arrangements.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Mellon receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%. During the fiscal year ended June 30, 2019, Mellon received fees of [0.10]% of the average daily net assets for the portion of The Commodity Returns Strategy Portfolio allocated to Mellon. Mellon did [not] manage any assets of The Real Estate Securities Portfolio during the fiscal year ended June 30, 2019.

For its services to the ESG Growth Portfolio and Catholic SRI Growth Portfolios, Mellon receives a fee of 0.16% of the average daily net assets of that portion of the assets of each Portfolio managed by it.

For its services to The Intermediate Term Municipal Bond Portfolio, Mellon receives a fee, at the annual rate of 0.25% for the first $100 million of the “Combined Assets” of that portion of the Portfolio allocated to Mellon and 0.15% of those Combined Assets (as defined below) exceeding $100 million, subject to a maximum annual fee of 0.20% of the average daily of net assets of the Portfolio. For the purposes of computing Mellon’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the municipal securities strategy assets managed by Mellon in The Intermediate Term Municipal Bond Portfolio and certain other similar assets managed by Mellon for clients of Hirtle Callaghan and Co., LLC. During the fiscal year ended June 30, 2019, Mellon received a fee of [0.16]% of the Portfolio’s average daily net assets.

The Portfolio Manager for the Value Equity Portfolio (the Index Strategy), Institutional Value Equity Portfolio (the Index Strategy), Growth Equity Portfolio (the Index Strategy), Institutional Growth Equity Portfolio (the Index Strategy), Small Capitalization-Mid Capitalization Equity Portfolio (the Index Strategy), and Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the Index Strategy) is Karen Wong. The Portfolio Managers for the ESG Growth and Catholic SRI Growth Portfolios are William Cazalet and Peter Goslin. The Portfolio Managers for the Value Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Institutional Value Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Growth Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Institutional Growth Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Small Capitalization-Mid Capitalization Equity Portfolio (the Factor Strategy) and Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the Factor Strategy) are William Cazalet and Peter Goslin. The Portfolio Managers for The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and, with respect to the passively managed assets of, The Emerging Markets Portfolio, regarding the portions of such Portfolios allocated to Mellon, are Karen Wong, William Cazalet and Peter Goslin. The Portfolio Managers for The Inflation Protected Securities Portfolio are Nancy Rogers, Paul Benson and Stephanie Shu.

 

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Karen Q. Wong, CFA is a Managing Director and Head of Index Portfolio Management at Mellon. She has an M.B.A. and a B. S. from San Francisco State University. Ms. Wong has 19 years of investment experience and joined Mellon Capital (now Mellon) in 2000. Ms. Wong is the head of index portfolio management responsible for overseeing all equity and fixed income indexing and beta strategies, including exchange traded funds (ETFs) and is responsible for refinement and implementation of the index portfolio management process. Prior to joining Mellon she worked as a security analyst at Redwood Securities. She is member of the CFA Institute and the CFA Society of San Francisco and is also a member of S&P Index Advisory Panel, MSCI Index Client Advisory Committee, and FTSE Russell Americas Regional Advisory Committee.

William Cazalet, CAIA, is a Managing Director and Head of Multi-Factor Equity Strategies at Mellon. He has an M.S.M from Stanford University Graduate School of Business and an M.A. from Cambridge University. Mr. Cazalet has 24 years of investment experience and joined Mellon in 2013. Mr. Cazalet manages the entire team of portfolio managers for all multi-factor equity, long/short equity, enhanced indexing, and equity smart beta strategies.

Peter Goslin, CFA is a Director and Senior Portfolio Manager for the Multi-Factor Equity Strategies at Mellon. Mr. Goslin has 30 years of investment experience with tenure of 19 years at Mellon. Mr. Goslin has an M.B.A. from the University of Notre Dame in Finance. Prior to joining Mellon, Mr. Goslin was a derivatives trader and NASDAQ market maker for Merrill Lynch and ran Merrill’s Equity Index Option desk at the Chicago Mercantile Exchange.

Day-to-day investment decisions for the portions of The Core Fixed Income Portfolio and The U.S. Government Fixed Income Securities Portfolio allocated to Mellon are the responsibility of Nancy Rogers, CFA, Paul Benson, CFA, CAIA, and Gregg Lee, CFA. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon (formerly Mellon Capital). Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Lee is a Vice President, Senior Portfolio Manager at Mellon with 29 years of finance and investment experience and 29 years at the firm. He earned a B.S. at University of California at Davis. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor.

Day-to-day investment decisions for the portion of The Fixed Income Opportunity Portfolio allocated to Mellon are the responsibility of Nancy Rogers, CFA, Manuel Hayes, Paul Benson, CFA, CAIA, and Stephanie Shu, CFA.

Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Hayes is a Senior Portfolio Manager with 14 years investment experience and 9 years at Mellon. He earned a B.S at the University of California at Berkeley. Ms. Shu is a Director, Senior Portfolio Manager with 21 years of investment experience and 18 years at Mellon. She earned an M.S. at Texas A&M University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at Mellon. He earned a B.A. at the University of Michigan at Ann Arbor.

The Portfolio Managers for The Inflation Protected Securities Portfolio are Nancy Rogers, CFA, Paul Benson, CFA, CAIA, and Stephanie Shu, CFA. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor. Ms. Shu is a Director, Senior Portfolio Manager with 21 years of investment experience and 18 years at Mellon. She earned a M.S. at Texas A&M University.

Day-to-day investment decisions for the portion of The U.S. Corporate Fixed Income Securities Portfolio allocated to Mellon is the responsibility of Nancy Rogers, CFA, Paul Benson, CFA, CAIA and Manuel Hayes. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor. Mr. Hayes is a Senior Portfolio Manager with 14 years investment experience and 9 years at Mellon. He earned a B.S at the University of California at Berkeley.

 

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Day-to-day investment decisions for The Intermediate Term Municipal Bond Portfolio are the responsibility of Daniel Marques. Mr. Marques is a Director of Individual Portfolio Management and Senior Portfolio Manager for institutional accounts. He has been with Mellon since 2000.

As of June 30, 2019, Mellon had assets under management (AUM) totaling approximately $[549.8] billion, which includes overlay strategies.

Pacific Investment Management Company LLC (“PIMCO”) serves as a Specialist Manager for The Institutional Value Equity, The Institutional Growth Equity and The Commodity Returns Strategy Portfolios. PIMCO is an investment adviser registered with the SEC pursuant to the Investment Advisers Act. Its headquarters are located at 650 Newport Center Drive, Newport Beach, CA 92660. As of June 30, 2019, PIMCO had total assets under management of approximately $1.844 trillion, of which approximately $499 billion represented assets of mutual funds.

For its services to The Institutional Value Equity and The Institutional Growth Equity Portfolios related to the enhanced index strategy, PIMCO receives an annual fee of 0.25% of that portion of each Portfolio’s assets allocated to PIMCO from time to time. For its services to The Institutional Value Equity and The Institutional Growth Equity Portfolios with respect to the RAFI US Multifactor Strategy, PIMCO receives an annual fee from each Portfolio, at the annual rate of 0.175% of the first $600 million of the Combined RAFI US Multifactor Strategy Assets (as defined below); 0.15% on the next $700 million of Combined RAFI US Multifactor Strategy Assets; and 0.125% on Combined RAFI US Multifactor Strategy Assets over $1.3 billion. Should these aggregate assets not reach or fall below $600 million, PIMCO’s fee will be calculated at an annual rate of 0.20%; however, for the twelve month period ending December 20, 2019, this fee for the minimum asset requirement is being voluntarily waived to 0.175% of each Portfolio’s average daily net assets of the account. The term “Combined RAFI US Multifactor Strategy Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to PIMCO’s RAFI US Multifactor Strategy from time-to-time. During the fiscal year ended June 30, 2019, PIMCO was [not] allocated assets of The Institutional Value Portfolio, The Institutional Growth Equity Portfolio and The Commodity Returns Strategy Portfolio. See the “Parametric Portfolio Associates LLC” section of the “Specialist Manager Guide” of the Prospectus for information regarding the portfolio manager assigned to the RAFI US Multifactor Strategy.

 

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Mohsen Fahmi is primarily responsible for the day-to-day management of that portion of the Portfolios allocated to PIMCO. Mr. Fahmi is a managing director in the Newport Beach office, a generalist portfolio manager focusing on global fixed income assets and a member of PIMCO’s Investment Committee. Prior to joining PIMCO in 2014, he was with Moore Capital Management, most recently as a senior portfolio manager and previously as chief operating officer. In London earlier in his career, he was co-head of bond and currency proprietary trading at Tokai Bank Europe, head of the leveraged investment group at Salomon Brothers and executive director of proprietary trading at Goldman Sachs. Prior to this, he was a proprietary trader for J.P. Morgan in both New York and London, and he also spent seven years as an investment officer at the World Bank in Washington, DC. He has 34 years of investment experience and holds an MBA from Stanford University. He received a master’s degree in civil engineering from the Ohio State University and an undergraduate degree from Ain Shams University, Cairo.

For its services to The Commodity Returns Strategy Portfolio, PIMCO receives and annual fee of 0.49% of that portion of the Portfolio allocated to PIMCO from time to time. During the fiscal year ended June 30, 2019, PIMCO received a fee of [0.49]% of the average daily net assets of the portfolio of The Commodity Returns Strategy Portfolio allocated to PIMCO. Nicholas Johnson is responsible for the day-to-day management of that portion of the Portfolio allocated to PIMCO. Mr. Johnson is a managing director in the Newport Beach office and a portfolio manager focusing on commodity, quantitative, and multi-asset strategies. He specializes in structural risk premiums, as well as overall portfolio construction, and leads the quantitative strategies portfolio management group. In 2012, he co-authored “Intelligent Commodity Indexing,” published by McGraw-Hill. Prior to joining PIMCO in 2004, he was a research fellow at NASA’s Jet Propulsion Laboratory, helping to develop Mars missions and new methods of autonomous navigation. He has 15 years of investment experience and holds a master’s degree in financial mathematics from the University of Chicago and an undergraduate degree from California Polytechnic State University.

Parametric Portfolio Associates LLC (“Parametric”) serves as Specialist Manager for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio. Parametric also serves as a subadviser to PIMCO for the RAFI US Multifactor Strategy in The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio. Parametric is a majority-owned subsidiary of Eaton Vance Corporation (“Eaton Vance”). Eaton Vance through its wholly owned affiliates Eaton Vance Acquisitions (“EVA”) and EVA Holdings LLC, maintains 100% voting control of Parametric, a current profit interest of 95.10%, and a current capital interest of 99.38%. Employees of Parametric, through ownership in Parametric Portfolio LP (“PPLP”), currently hold a combined indirect profit interest in Parametric of 4.9% and capital interest of 0.62%. The business address of Eaton Vance, EVA and EVA Holdings, LLC is Two International Place, Boston, MA 02110. The business address of Parametric and PPLP is 800 Fifth Ave, Suite 2800, Seattle, WA 98104. As of June 30, 2019, Parametric had approximately $246.1 billion in assets under management.

For its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio related to its Liquidity Strategy, Parametric receives a fee from each Portfolio, a fee, calculated daily and payable monthly in arrears, at the annual rate of 0.15% of the first $50 million of the Combined Liquidity Assets (as defined below) committed to Parametric’s Liquidity Strategy; 0.10% of the next $100 million of the Combined Liquidity Assets and 0.05% on Combined Liquidity Assets over $150 million. The term “Combined Liquidity Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Liquidity Strategy. Parametric is also entitled to receive a flat fee of $10,000 per year per Portfolio, provided that 1/12 of such fee related to any given Portfolio will be waived with respect to each calendar month during which no assets of such Portfolio were allocated to Parametric for investment in their Liquidity Strategy. During the fiscal year ended June 30, 2019, Parametric received fees of [0.12%, 0.09%, 0.11%, 0.08%, 0.22%, 0.22%, 0.15%, 0.09%, 0.15%, 0.00%, 0.11%, 0.08%, 0.09%, and 0.09]% of the average daily net assets for the portion of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, respectively, allocated to Parametric’s Liquidity Strategy.

 

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Under the terms of separate portfolio management agreements related to its Defensive Equity Strategy, for its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio, Parametric is also entitled to receive a separate fee at the annual rate of 0.35% of the first $50 million of the Combined Defensive Assets committed to the Defensive Equity Strategy and 0.25% on Combined Defensive Assets over $50 million. Combined Defensive Assets means the sum of the net assets of that portion of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric from time-to-time for investment using the Defensive Equity Strategy. During the fiscal year ended June 30, 2019, Parametric was [not] allocated assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio with respect to the Defensive Equity Strategy.

Under the terms of separate portfolio management agreements for its Targeted Strategy, for its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.05% of the Targeted Strategy Assets (as defined below) committed to Parametric’s Targeted Strategy. The term “Targeted Strategy Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Targeted Strategy. Parametric shall also be entitled to receive a flat fee of $5,000 per year, provided that such fee will be waived with respect to each calendar year during which no Portfolio assets were allocated to the Targeted Strategy Assets. During the fiscal year ended June 30, 2019, Parametric received fees of [0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.52%, 0.12%, 0.00%, and 0.08]% of the average daily net assets of that portion of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio respectively, allocated to Parametric’s Targeted Strategy.

For its services related to its Tax-Managed Custom Core Strategy to The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization – Mid Capitalization Equity Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio and The Emerging Markets Portfolio (the “Portfolios”), Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.10% of the first $250 million of the Combined Tax-Managed Custom Core Assets (as defined below) committed to Parametric’s Tax-Managed Custom Core Strategy; 0.09% of the next $250 million of the Combined Tax-Managed Custom Core Assets; 0.08% of the next $500 million of the Combined Tax-Managed Custom Core Assets; and 0.07% on Combined Tax-Managed Assets over $1 billion. The term “Combined Tax-Managed Custom Core Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Tax-Managed Custom Core Strategy. If, at the close of business on September 30, 2019, the Combined Assets under this Agreement are less than $500 million, the fee for the first $250 million shall be permanently increased to 0.13% of the first $250 million of the Combined Assets; 0.09% of the next $250 million of the Combined Assets; 0.08% of the next $500 million of the Combined Assets; and 0.07% of the Combined Assets over $1 billion. During the fiscal year ended June 30, 2019, Parametric received fees of [0.09%, 0.09%, 0.09%, 0.00%, 0.00% and 0.00]% of the average daily net assets of that portion of each of The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio and The Emerging Markets Portfolio respectively, allocated to Parametric’s Tax-Managed Custom Core Strategy. For its services, with respect to the RAFI US Multifactor Strategy, for The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio, Parametric receives a fee from PIMCO pursuant to a sub-adviser agreement between Parametric and PIMCO.

Mr. Jay Strohmaier, Mr. Perry Li and Mr. Michael Zaslavsky are primarily responsible for the day-to-day management of the portion of each the assets of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric for investment in its Defensive Equity strategy. Mr. Strohmaier, CFA, Managing Director, leads a team of investment professionals responsible for developing and managing institutional portfolios with an emphasis on Defensive Equity, Global Defensive Equity, and related options-based Volatility Risk Premium strategies. He has extensive experience with futures and options and has been active in the investment industry since 1984. Mr. Strohmaier joined Parametric upon Parametric’s acquisition of The Clifton Group Investment Management Company (“Clifton”) in 2012, and prior to that acquisition was employed by Clifton since 2009. Mr. Strohmaier holds a B.S. degree in Agricultural Economics from Washington State

 

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University and MS in Applied Economics from the University of Minnesota. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Li, CFA, FRM, Portfolio Manager, is responsible for trading and assisting with day-to-day management of the Parametric’s options-based Volatility Risk Premium strategies, including Defensive Equity and other proprietary strategies. Mr. Li joined Parametric in 2014. Prior to that, Mr. Li worked for CHS Inc. where he managed commodity futures and options portfolios and conducted research on macro economy and derivative strategies. He earned a B.S. in Statistics from the Sun Yat-Sen University and a M.S. in Financial Mathematics from the University of Minnesota. He is a Certified FRM®, as well as a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Zaslavsky, CFA, Senior Investment Strategist, is Senior Investment Strategist for Parametric’s Liquid Alternatives Investment Strategies, where he is focused on delivering subject matter expertise and thought leadership to help clients in all aspects of the investment management process. As a member of the portfolio management team, he is responsible for driving strategy evolution and research. Formerly, Mr. Zaslavsky held a portfolio manager role in which he supported a wide spectrum of Parametric’s institutional capabilities, including volatility risk premium, liability-driven investing and tailored exposure. Prior to joining Parametric in 2015, Mr. Zaslavsky worked for Citigroup as a proprietary trader, specializing in volatility modeling and arbitrage across equity indexes, single stocks and commodities. He received a B.S. in Finance from Bowling Green State University. He is a CFA charterholder.

Mr. Justin Henne, Mr. Clint Talmo and Mr. Jason Nelson are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Liquidity Strategy. As Managing Director – Customized Exposure Management, Mr. Henne, CFA, leads the investment team responsible for the implementation and enhancement of Parametric’s Customized Exposure Management product. Mr. Henne joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 2004. Mr. Henne holds a BA in Financial Management from the University of St. Thomas. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Talmo, CFA, Senior Portfolio Manager, leads a team responsible for designing, trading, and managing customized overlay portfolios utilizing a wide spectrum of asset classes across global markets. Prior to joining Parametric in 2014, Mr. Talmo was a Partner at Aerwulf Asset Management. He earned a B.S. in Finance from the University of Colorado. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Nelson, CFA, Portfolio Manager is responsible for designing, trading, and managing overlay portfolios with an emphasis on ETFs and OTC instruments. Prior to joining Parametric in 2014, Mr. Nelson worked for Marquette Asset Management and Bell State Bank & Trust from 2012 to 2014, where his responsibilities included asset allocation, equity research, and trading. Mr. Nelson earned a B.S. in Economics and Finance from Minnesota State University, Mankato. He is a CFA charterholder and a member of the CFA Society of Minnesota.

Mr. Tom Lee, Mr. Justin Henne, Mr. Clint Talmo and Mr. Jason Nelson, are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Targeted Strategy. Mr. Lee, Managing Director, Investment Strategy and Research, leads the investment team that oversees investment strategies managed in Parametric’s Minneapolis and Westport offices. Mr. Lee directs the research efforts that support existing strategies and form the foundation for new strategies. He is also chair of the Investment Committee that has oversight of these strategies. Mr. Lee joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 1994. He earned a B.S. in economics and an MBA in finance from the University of Minnesota. He is a CFA charterholder and a member of the CFA Society of Minnesota. As Managing Director – Customized Exposure Management, Mr. Henne leads the investment team responsible for the implementation and enhancement of Parametric’s Customized Exposure Management product. Mr. Henne joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 2004. Mr. Henne holds a BA in Financial Management from the University of St. Thomas. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Talmo, CFA, Senior Portfolio Manager, is responsible for designing, trading, and managing customized overlay portfolios utilizing a wide spectrum of asset classes across global markets. Prior to joining Parametric in 2014, Mr. Talmo was a Partner at Aerwulf Asset Management. He earned a B.S. in Finance from the University of Colorado. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Nelson, CFA, Portfolio Manager is responsible for designing, trading, and managing overlay portfolios with an emphasis on ETFs and OTC instruments. Prior to joining Parametric in 2014, Mr. Nelson worked for Marquette Asset Management and Bell State Bank & Trust from 2012 to 2014, where his responsibilities included asset allocation, equity research, and trading. Mr. Nelson earned a B.S. in Economics and Finance from Minnesota State University, Mankato. He is a CFA charterholder and a member of the CFA Society of Minnesota.

Mr. Thomas Seto is primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Tax-Managed Custom Core Strategy. Mr. Seto is also primarily responsible for the day-to-day management of that portion of The Institutional Value Equity and The Institutional Growth Equity Portfolios, allocated to PIMCO and Parametric with respect to the RAFI US Multifactor Strategy. Mr. Seto, Head of Investment Management, leads a team of investment professionals responsible for managing and trading portfolios related to Parametric’s equity strategies and is a member of the Enterprise Management Committee. Mr. Seto joined Parametric in 1998. He earned an MBA in Finance from the University of Chicago’s Booth School of Business, and a B.S. in Electrical Engineering from the University of Washington.

 

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RBC Global Asset Management (UK) Limited (“RBC GAM”) serves as Specialist Manager for The Emerging Markets Portfolio. RBC GAM is a wholly owned subsidiary of Royal Bank of Canada (“RBC”). RBC GAM has been registered with the SEC as an investment adviser since September, 2013, and has been a portfolio manager of publicly-offered funds since 1998. RBC GAM maintains its offices at 77 Grosvenor Street, London, W1K 3JR . As of June 30, 2019, RBC GAM managed approximately $350 billion in assets.

For its services with respect to the portion of The Emerging Markets Portfolio allocated to RBC GAM from time to time (the “Account”), RBC GAM receives a fee calculated at an annual rate of 0.80% of the first $100 million of Combined Assets; 0.65% of the next $150 million of Combined Assets; and 0.60% of Combined Assets in excess of $250 million. Combined Assets refers to the aggregate of all assets of the Portfolio managed by RBC GAM and any assets of other clients of the Adviser managed by RBC GAM using the same strategy. During the fiscal year ended June 30, 2019, RBC GAM received a fee of [0.68]% of the average daily net assets of The Emerging Markets Portfolio.

Philippe Langham, ACA, and Laurence Bensafi, CFA, are primarily responsible for the day-to-day management of the portion of the assets of Portfolio allocated to RBC GAM.

Philippe Langham is Senior Portfolio Manager and Head of the Emerging Markets Equity team in London and lead manager for the Emerging Markets Equity and Emerging Markets Small Cap Equity Strategies. Philippe joined RBC GAM in 2009 to establish and lead the Emerging Markets Equity team in London. He has worked in the investment industry since 1992 and prior to joining RBC GAM, Philippe was the Head of Global Emerging Markets at Société Générale Asset Management in London. Previously, Philippe managed the Global Emerging Markets, Asian, Latin American and US portfolios at the Kuwait Investment Office in London, and was Director and Head of Asia and Emerging Markets at Credit Suisse in Zurich. Philippe obtained a BSc in Economics from the University of Manchester in England, and is a Chartered Accountant.

Laurence Bensafi is Senior Portfolio Manager and Deputy Head of Emerging Markets Equity in London and lead portfolio manager for the Emerging Markets Value Equity strategy. Prior to joining RBC GAM in 2013, Laurence was the Head of Aviva Investors’ Emerging Markets team, where she was responsible for managing Global Emerging Markets income funds, and for developing quantitative stock selection and analysis models. Laurence began her investment career as a Quantitative Analyst at Société Générale Asset Management, supporting European and Global Equity portfolio management by developing quantitative models to assist in the portfolio construction and security selection process. In 1997, Laurence obtained a Magistère d’Économiste Statisticien & D.E.S.S. Statistique et Économétrie from Toulouse University in France. Laurence is a CFA charterholder.

Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) serves as a Specialist Manager of The Commodity Returns Strategy Portfolio. Vaughan Nelson is an indirect wholly-owned subsidiary of Natixis Global Asset Management SA, a French investment banking/financial services firm, of which a minority share of ownership is publicly traded on the Euronext exchange in Paris. Vaughan Nelson’s headquarters are located at 600 Travis Street, Suite 6300, Houston, Texas 77002. Founded in 1970, Vaughan Nelson is a registered investment adviser which has approximately $12.3 billion in assets under management as of June 30, 2019.

 

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Specialist Manager Guide (continued)

 

 

 

For its services with respect to the portion of The Commodity Returns Strategy Portfolio allocated to Vaughan Nelson from time to time (the “Account”), Vaughan Nelson shall receive a fee calculated at an annual rate and payable quarterly in arrears based on the Average Quarterly Net Assets of the Combined Assets (as defined below) of 0.35% of the first $25 million of the Combined Assets, 0.25% of the next $75 million of Combined Assets and 0.20% of the Combined Assets exceeding $100 million. For purposes of calculating fees, the term “Combined Assets” shall mean the sum of (i) the net assets of the Account; and (ii) the net assets of each other investment advisory account for which the Adviser serves as investment adviser and for which Vaughan Nelson provides portfolio management services (“Other Hirtle Accounts”) using the same strategies as employed for the Account. “Average Quarterly Net Assets” shall mean the average of the average daily net asset values of the Account and/or the average of the net asset values of the Other Hirtle Accounts, as the case may be, as of the last business day of each of the three months in the calendar quarter. During the fiscal year ended June 30, 2019, Vaughan Nelson received a fee of [0.34]% of the average daily net assets of the portion of The Commodity Returns Strategy Portfolio allocated to Vaughan Nelson.

Day-to-day investment decisions for The Commodity Returns Strategy Portfolio are the responsibility of Steve Henriksen, Senior Portfolio Manager/Director-Fixed Income Investments, Charles Ellis, Portfolio Manager, Michael Hanna, Senior Portfolio Manager, and Blanca Garza-Bianco, Portfolio Manager, each a member of the Vaughan Nelson Fixed Investment team. Mr. Henriksen joined Vaughan Nelson in 1994. He received a B.A. from Louisiana State University and has over 36 years of investment management and research experience. Mr. Ellis joined Vaughan Nelson in 2003. He received a B.B.A. from Texas Tech University and has over 44 years of investment management and research experience. Ms. Garza-Bianco joined Vaughan Nelson in 1998. She received a B.A. from the University of Houston and an M.B.A. from the University of St. Thomas and has over 26 years of investment management and research experience. Mr. Hanna joined Vaughan Nelson in 2005. He received a B.A. from the University of Texas and an M.B.A. from Rice University and has over 19 years of investment management and research experience.

Wellington Management Company LLP (“Wellington Management”) serves as the Specialist Manager for The Real Estate Securities and The Commodity Returns Strategy Portfolios. Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of June 30, 2019, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1,104 billion in assets.

Bradford D. Stoesser, Senior Managing Director and Global Industry Analyst of Wellington Management, has served as Portfolio Manager of The Real Estate Securities Portfolio since September 1, 2010. Mr. Stoesser joined Wellington Management as an investment professional in 2005.

For its services to The Real Estate Securities Portfolio, Wellington Management receives a fee, payable monthly, at an annual rate of 0.75% of the average daily net assets on the first $50 million of the Combined Assets allocated to Wellington Management and 0.65% on assets over $50 million of Combined Assets. Combined Assets shall mean the sum of (a) the net assets of The Real Estate Securities Portfolio allocated to Wellington Management and (b) the net assets for clients of the Adviser managed by Wellington Management within the same strategy. During the fiscal year ended June 30, 2019, Wellington Management received a fee of [0.70]% of the average daily net assets of The Real Estate Securities Portfolio.

David A. Chang, CFA, Senior Managing Director and Commodities Portfolio Manager of Wellington Management, has served as Portfolio Manager for the Subsidiary since April 2011. Mr. Chang joined Wellington Management in 2001, and has been an investment professional since 2002.

For its services to The Commodity Returns Strategy Portfolio, Wellington Management receives a fee, payable monthly, at the following rates: For assets managed in its Global Natural Resources strategy, Wellington Management receives a fee at an annual rate of 0.60% of the average daily net assets of the account so long as at least $150 million in assets are present in the account; and 0.85% of the average daily net assets of the account if less than $150 million in assets are present in the account. For assets managed in its Commodity strategy, Wellington Management will receive a fee at an annual rate of 0.75% of the average daily net assets of that portion of the Portfolio’s assets allocated to such strategy from time to time. During the fiscal

 

217


Specialist Manager Guide (continued)

 

 

 

year ended June 30, 2019, Wellington Management received a fee of [0.75]% of the average daily net assets of The Commodity Returns Strategy Portfolio’s Commodity strategy and,[ before the applicable voluntary fee waiver,] a fee of [0.60]% of the average daily net assets of The Commodity Returns Strategy Portfolio’s Global Natural Resources strategy. [For the twelve month period ended November 1, 2018, Wellington Management’s fee for its Global Natural Resources strategy was voluntarily waived to 0.25% of the average daily net assets of the account.]

Western Asset Management Company, LLC (“Western Asset”) serves as a Specialist Manager for The Fixed Income Opportunity Portfolio, focusing on structured securities. Western Asset, the principal office of which is located at 385 E. Colorado Blvd., Pasadena, CA 91101, has provided investment management services for the Portfolio since July 29, 2014. As of June 30, 2019, Western Asset managed assets of $450 billion, of which approximately $208 billion represented assets of mutual funds. Western Asset is a corporation organized under the laws of California. Western Asset is a wholly owned subsidiary of Legg Mason, Inc. (“Legg Mason”), a registered investment adviser. Legg Mason is an NYSE-listed, independent asset management firm based in Baltimore, Maryland. The company went public in August 1983, and has not experienced a change in ownership since that date. Western Asset was originally founded and began providing investment management services in 1971. For its services to The Fixed Income Opportunity Portfolio, Western Asset receives a fee at the annual rate of 0.75% of the average daily net assets of that portion of the Portfolio allocated to Western Asset. During the fiscal year ended June 30, 2019, Western Asset received a fee of [0.75]% of the average daily net assets of The Fixed Income Opportunity Portfolio.

Day-to-day investment decisions for The Fixed Income Opportunity Portfolio are the responsibility of S. Kenneth Leech, Greg E. Handler, Ian Justice and Harris A. Trifon. Mr. S. Kenneth Leech has been the Chief Investment Officer for Western Asset since 1990. Mr. Trifon has served as a Portfolio Manager and Research Analyst at Western Asset since 2014. Before joining Western Asset, Mr. Trifon was a Director, Fixed Income Research at Deutsche Bank since 2009 and Director, Structured Finance at Standard & Poor’s from 2006 to 2009. Mr. Greg E. Handler has been a Portfolio Manager/Research Analyst for Western Asset since 2002.

 

218


HC Capital Trust

 

 

For More Information:

For more information about any of the Portfolios of HC Capital Trust, please refer to the following documents, each of which is available without charge from the Trust:

Annual and Semi-Annual Reports (“Shareholder Reports”):

The Trust’s annual and semi-annual reports to shareholders contain additional information on the Trust’s investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the performance of the several Portfolios during the Trust’s last fiscal year. A discussion regarding the Board of Trustees basis for approval of the HC Capital Agreements and for approval of the Specialist Managers advisory agreements is available in the Trust’s annual report dated June 30, 2019.

Statement of Additional Information (“SAI”):

The SAI provides more detailed information about the Trust, including its operations and the investment policies of its several Portfolios. A description of the Trust’s policies and procedures regarding the release of portfolio holdings information is also available in the SAI. It is incorporated by reference into, and is legally considered a part of, this Prospectus.

 

To obtain copies of Shareholder Reports or the SAI, free of charge:

 

Contact the Trust at HC Capital Trust, Five Tower Bridge, 300 Barr Harbor Drive, 5th Floor,

West Conshohocken, PA 19428-2970 (or call 800-242-9596)

Other Resources:

Shareholder Reports and the SAI are also available from the SEC’s website at http://www.sec.gov or for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-0102, by calling 202-551-8090, or by electronic request to: publicinfo@sec.gov. You can also obtain these items from the Trust’s website at http://www.hccapitalsolutions.com.

Investment Company Act File No. 811-08918.


LOGO

Prospectus

 

     Ticker Symbol  

The Value Equity Portfolio

     HCVEX  

The Institutional Value Equity Portfolio

     HCIVX  

The Growth Equity Portfolio

     HCEGX  

The Institutional Growth Equity Portfolio

     HCIGX  

The Small Capitalization – Mid Capitalization Equity Portfolio

     HCCEX  

The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

     HCSCX  

The Real Estate Securities Portfolio

     HCREX  

The Commodity Returns Strategy Portfolio

     HCCSX  

The ESG Growth Portfolio

     HCESX  

The Catholic SRI Growth Portfolio

     HCSRX  

The International Equity Portfolio

     HCIEX  

The Institutional International Equity Portfolio

     HCINX  

The Emerging Markets Portfolio

     HCEMX  

The Core Fixed Income Portfolio

     HCIIX  

The Fixed Income Opportunity Portfolio

     HCHYX  

The U.S. Government Fixed Income Securities Portfolio

     HCUSX  

The Inflation Protected Securities Portfolio

     HCPBX  

The U.S. Corporate Fixed Income Securities Portfolio

     HCXSX  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

     HCASX  

The Short-Term Municipal Bond Portfolio

     HCSBX  

The Intermediate Term Municipal Bond Portfolio

     HCIMX  

The Intermediate Term Municipal Bond II Portfolio

     HCBSX  

HC Strategic Shares

November 1, 2019

The Securities and Exchange Commission and the Commodity Futures Trading Commission have not approved or disapproved the shares described in this Prospectus or determined whether this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Mutual Funds are:

NOT FDIC INSURED

 

May Lose Value

   No Bank Guarantee


Table of Contents

 

 

 

Summary Section

  

The Equity Portfolios

  

The Value Equity Portfolio

     3  

The Institutional Value Equity Portfolio

     9  

The Growth Equity Portfolio

     16  

The Institutional Growth Equity Portfolio

     23  

The Small Capitalization – Mid Capitalization Equity Portfolio

     30  

The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

     36  

The Real Estate Securities Portfolio

     42  

The Commodity Returns Strategy Portfolio

     51  

The ESG Growth Portfolio

     59  

The Catholic SRI Growth Portfolio

     65  

The International Equity Portfolio

     71  

The Institutional International Equity Portfolio

     76  

The Emerging Markets Portfolio

     81  

The Income Portfolios

  

The Core Fixed Income Portfolio

     87  

The Fixed Income Opportunity Portfolio

     94  

The U.S. Government Fixed Income Securities Portfolio

     101  

The Inflation Protected Securities Portfolio

     105  

The U.S. Corporate Fixed Income Securities Portfolio

     110  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

     115  

The Short-Term Municipal Bond Portfolio

     121  

The Intermediate Term Municipal Bond Portfolio

     126  

The Intermediate Term Municipal Bond II Portfolio

     131  

Summary of Other Important Information Regarding Portfolio Shares

     136  

More Information About Fund Investments and Risks

     137  

Disclosure of Portfolio Holdings

     192  

Additional Information

  

Fund Management

     193  

Shareholder Information: Purchases and Redemptions

     197  

Shareholder Reports and Inquiries

     200  

Dividends and Distributions

     200  

Federal Taxes

     200  

Financial Highlights

     204  

Specialist Manager Guide

     210  

For More Information

     Back Cover  


The Value Equity Portfolio

 

Investment Objective

The investment objective of The Value Equity Portfolio is to provide total return consisting of capital appreciation and current income.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.13 ]% 

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.20 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [20

3 Years

   $ [64

5 Years

   $ [113

10 Years

   $ [255
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [73.55]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest up to 20% of the total assets of the actively managed portion of the Portfolio in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including Exchange-Traded Funds (“ETFs”) that invest in equity securities. The Portfolio may also invest in option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

 

3


The Value Equity Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one investment subadviser (“Specialist Manager”). The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

4


The Value Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Value Investing Risk – An investment in the Portfolio cannot assure moderation of investment risk. There is no guarantee that a value stock is, in fact, undervalued, or that the market will ever recognize its true value.

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

5


The Value Equity Portfolio (continued)

 

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an

   

underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

6


The Value Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Value Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     3rd Qtr. 2009        18.27

Worst quarter:

     3rd Qtr. 2011        -17.13

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Value Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -8.55     6.46     11.21

– After Taxes on Distributions

     -10.36     4.93     10.19

– After Taxes on Distributions and Sale of Portfolio Shares

     -3.75     4.93     9.21

Russell 1000® Value Index (reflects no deduction for fees, expenses or taxes)

     -8.27     5.95     11.18

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

7


The Value Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

8


The Institutional Value Equity Portfolio

 

Investment Objective

The investment objective of The Institutional Value Equity Portfolio is to provide total return consisting of capital appreciation and current income.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.12 ]% 

Other Expenses

     [0.07 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.21 ]% 

 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [22

3 Years

   $ [68

5 Years

   $ [118

10 Years

   $ [268
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [39.29]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use option or futures contracts in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

9


The Institutional Value Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

10


The Institutional Value Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Value Investing Risk – An investment in the Portfolio cannot assure moderation of investment risk. There is no guarantee that a value stock is, in fact, undervalued, or that the market will ever recognize its true value.

   

Mid Cap Risk –Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk –As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

11


The Institutional Value Equity Portfolio (continued)

 

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

 

12


The Institutional Value Equity Portfolio (continued)

 

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an

   

investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

13


The Institutional Value Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Value Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on July 18, 2008. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     3rd Qtr. 2009        18.31

Worst quarter:

     3rd Qtr. 2011        -16.86

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Institutional Value Equity Portfolio

      

– Before Taxes

     -8.39     6.37     11.32

– After Taxes on Distributions

     -10.76     3.31     8.86

– After Taxes on Distributions and Sale of Portfolio Shares

     -3.66     4.38     8.81

Russell 1000® Value Index (reflects no deduction for fees, expenses or taxes)

     -8.27     5.95     11.18

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

14


The Institutional Value Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Pacific Investment Management Company LLC (“PIMCO”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (RAFI US Multifactor Strategy): Thomas Seto, Head of Investment Management at Parametric, has managed the portion of the Portfolio allocated to PIMCO’s RAFI US Multifactor Strategy since December, 2018. PIMCO supervises Parametric’s trading execution services in implementing the RAFI US Multifactor Strategy.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

PIMCO: Mohsen Fahmi has managed the portion of the Portfolio allocated to PIMCO since July, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

15


The Growth Equity Portfolio

 

Investment Objective

The investment objective of The Growth Equity Portfolio is to provide capital appreciation, with income as a secondary consideration.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.18 ]% 

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.25 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [26

3 Years

   $ [80

5 Years

   $ [141

10 Years

   $ [318
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [41.31]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest up to 20% of the total assets of the actively managed portion of the Portfolio in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

16


The Growth Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

17


The Growth Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Growth Investing Risk – An investment in growth stocks may be susceptible to rapid price swings, especially during periods of economic uncertainty. Growth stocks typically have little or no dividend

   

income to cushion the effect of adverse market conditions. In addition, growth stocks may be particularly volatile in the event of earnings disappointments or other financial difficulties experienced by the issuer.

 

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk –  As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S.

 

 

18


The Growth Equity Portfolio (continued)

 

 

 

and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility

   

and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value

 

 

19


The Growth Equity Portfolio (continued)

 

 

 

of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

20


The Growth Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Growth Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     1st Qtr. 2012        15.19

Worst quarter:

     4th Qtr. 2018        -14.52

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Growth Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -0.36     10.21     15.12

– After Taxes on Distributions

     -2.05     7.96     13.83

– After Taxes on Distributions and Sale of Portfolio Shares

     1.04     7.78     12.63

Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)

     -1.51     10.40     15.29

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

21


The Growth Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Jennison Associates LLC (“Jennison”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Jennison: Kathleen A. McCarragher has managed that portion of the Portfolio allocated to Jennison since January, 2005. Blair Boyer, Rebecca Irwin, and Natasha Kuhlkin, CFA have co-managed that portion of the Portfolio allocated to Jennison since June 2019.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July, 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

22


The Institutional Growth Equity Portfolio

 

Investment Objective

The investment objective of The Institutional Growth Equity Portfolio is to provide capital appreciation, with income as a secondary consideration.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.17 ]% 

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.24 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [25

3 Years

   $ [77

5 Years

   $ [135

10 Years

   $ [306
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [69.93]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest up to 20% of the total assets of the actively managed portion of the Portfolio in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Institutional Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use option or futures contracts in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

23


The Institutional Growth Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

24


The Institutional Growth Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Growth Investing Risk – An investment in growth stocks may be susceptible to rapid price swings, especially during periods of economic uncertainty. Growth stocks typically have little or no dividend

   

income to cushion the effect of adverse market conditions. In addition, growth stocks may be particularly volatile in the event of earnings disappointments or other financial difficulties experienced by the issuer.

 

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S.

 

 

25


The Institutional Growth Equity Portfolio (continued)

 

 

 

and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility

   

and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value

 

 

26


The Institutional Growth Equity Portfolio (continued)

 

 

 

of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to

   

lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

27


The Institutional Growth Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Growth Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on August 8, 2008. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     1st Qtr. 2012        15.20

Worst quarter:

     4th Qtr. 2018        -14.12

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Institutional Growth Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -0.36     10.34     15.28

– After Taxes on Distributions

     -2.48     7.68     13.27

– After Taxes on Distributions and Sale of Portfolio Shares

     1.30     7.73     12.53

Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)

     -1.51     10.40     15.29

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

28


The Institutional Growth Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Jennison Associates LLC (“Jennison”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Pacific Investment Management Company LLC (“PIMCO”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Jennison: Kathleen A. McCarragher has managed the portion of the Portfolio allocated to Jennison since August, 2008. Blair Boyer, Rebecca Irwin, and Natasha Kuhlkin, CFA have co-managed that portion of the Portfolio allocated to Jennison since June 2019.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July, 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (RAFI US Multifactor Strategy): Thomas Seto, Head of Investment Management at Parametric, has managed the portion of the Portfolio allocated to PIMCO’s RAFI US Multifactor Strategy since December, 2018. PIMCO supervises Parametric’s trading execution services in implementing the RAFI US Multifactor Strategy.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

PIMCO: Mohsen Fahmi has managed the portion of the Portfolio allocated to PIMCO since July 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

29


The Small Capitalization – Mid Capitalization Equity Portfolio

 

Investment Objective

The investment objective of The Small Capitalization – Mid Capitalization Equity Portfolio is to provide long-term capital appreciation.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.56 ]% 

Other Expenses

     [0.11 ]% 

Acquired Fund Fees and Expenses

     [0.03 ]% 

Total Annual Portfolio Operating Expenses

     [0.70 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [72

3 Years

   $ [224

5 Years

   $ [390

10 Years

   $ [871
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [79.39]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities of small-capitalization and mid-capitalization issuers. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio, a diversified investment company, is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of “small cap” and/or “mid cap” issuers. The Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. As of the date of this Prospectus, the market capitalization range of companies in the Russell 3000® Index that were classified as “Small” or “Medium” was between approximately $152.3 million and $35.5 billion.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

 

30


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

31


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization

   

companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors.

Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the

 

 

32


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could

   

affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

33


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Small Capitalization – Mid Capitalization Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was 14.29%.

 

Best quarter:

     2nd Qtr. 2009        20.14

Worst quarter:

     3rd Qtr. 2011        -21.00

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Small Capitalization – Mid Capitalization Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -9.59     4.13     11.68

– After Taxes on Distributions

     -11.83     3.59     11.34

– After Taxes on Distributions and Sale of Portfolio Shares

     -4.02     3.22     9.76

Russell 2000® Index (reflects no deduction for fees, expenses or taxes)

     -11.01     4.41     11.97

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

34


The Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Frontier Capital Management Company, LLC (“Frontier”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Frontier: Michael Cavarretta has managed the portion of the Portfolio allocated to Frontier since September, 1995. Andrew Bennett has managed the portion of the Portfolio allocated to Frontier since January 2014. Peter Kuechle has managed the portion of the Portfolio allocated to Frontier since April 2018.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

35


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

 

Investment Objective

The investment objective of The Institutional Small Capitalization – Mid Capitalization Equity Portfolio is to provide long-term capital appreciation.

Fees and Expenses

The fee table below describes the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.45 ]% 

Other Expenses

     [0.09 ]% 

Acquired Fund Fees and Expenses

     [0.01 ]% 

Total Annual Portfolio Operating Expenses

     [0.55 ]% 

 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [56

3 Years

   $ [176

5 Years

   $ [307

10 Years

   $ [689
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [52.75]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities of small-capitalization and mid-capitalization issuers. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio, a diversified investment company, is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of “small cap” and/or “mid cap” issuers. The Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. As of July 31, 2019, the market capitalization range of companies in the Russell 3000® Index that were classified as “Small” or “Medium” was between approximately $152.3 million and $35.5 billion.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

 

36


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

37


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid

 

and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors.

Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the

 

 

38


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could

   

affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

39


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Small Capitalization – Mid Capitalization Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on August 15, 2008. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     2nd Qtr. 2009        19.99

Worst quarter:

     4th Qtr. 2018        -20.64

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Institutional Small Capitalization – Mid Capitalization Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -8.30     4.34     11.53

– After Taxes on Distributions

     -14.27     1.63     9.54

– After Taxes on Distributions and Sale of Portfolio Shares

     -1.66     3.17     9.35

Russell 2000® Index (reflects no deduction for fees, expenses or taxes)

     -11.01     [4.41     11.97

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

40


The Institutional Small Capitalization – Mid Capitalization Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Frontier Capital Management Company, LLC (“Frontier”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Frontier: Michael Cavarretta has managed the portion of the Portfolio allocated to Frontier since August, 2008. Andrew Bennett has managed the portion of the Portfolio allocated to Frontier since January 2014. Peter Kuechle has managed the portion of the Portfolio allocated to Frontier since April 2018.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

41


The Real Estate Securities Portfolio

 

 

Investment Objective

The investment objective of The Real Estate Securities Portfolio is to provide total return consisting of both capital appreciation and current income.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.67 ]% 

Other Expenses

     [0.08 ]% 

Acquired Fund Fees and Expenses

     [0.03 ]% 

Total Annual Portfolio Operating Expenses

     [0.78 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [80

3 Years

   $ [249

5 Years

   $ [433

10 Years

   $ [966
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 48.08]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in a portfolio of equity and debt securities issued by U.S. and non-U.S. real estate-related companies. Companies known as real estate investment trusts (REITs) and other real estate operating companies whose value is derived from ownership, development and management of underlying real estate properties are considered to be real estate-related companies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio’s permissible investments include equity and equity-related securities of real estate-related companies, including common stock, preferred stock, convertible securities, warrants, options, depositary receipts and other similar equity equivalents. The Portfolio also may invest in fixed income securities, including debt securities, mortgage-backed securities and high yield debt (“junk bonds”). The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in securities issued by real estate-related companies. The Portfolio may also invest in companies which are located in emerging markets countries, as well as companies of any market capitalization.

Consistent with its investment style, the Portfolio’s Specialist Manager may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

42


The Real Estate Securities Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

43


The Real Estate Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

 

44


The Real Estate Securities Portfolio (continued)

 

 

   

Real Estate Investing Risk.

 

   

Real Estate Markets and REIT Risk – Investments in the Portfolio will be closely linked to the performance of the real estate markets. Property values may fall due to increasing vacancies or declining rents resulting from unanticipated economic, legal, cultural or technological developments. REIT prices may also fall because of the failure of borrowers to pay their loans and/or poor management. The value of real estate (and real estate securities) may also be affected by increases in property taxes and changes in tax laws and interest rates. The value of securities of companies that service the real estate industry may also be affected by such risks. To the extent that the Portfolio invests in REITs and real estate partnerships, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired REITs and real estate partnerships. Investments in REITs and real estate partnerships (if any) may cause a greater portion of the Portfolio’s distributions to be taxable as ordinary income.

 

   

Industry Concentration Risk – Because the Portfolio concentrates its investments in real estate securities, it may be subject to greater risks of loss as a result of economic, business or other developments than a fund representing a broader range of industries. The Portfolio may be subject to risks associated with direct ownership of real estate, such as changes in economic conditions, interest rates, availability of mortgage funds, property values, increases in property taxes and operating expenses, increased competition, environmental problems, changes in zoning laws and natural disasters.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

 

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer

 

 

45


The Real Estate Securities Portfolio (continued)

 

 

 

may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

 

46


The Real Estate Securities Portfolio (continued)

 

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on

   

an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

47


The Real Estate Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Real Estate Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each calendar year since the Portfolio’s inception on May 21, 2009 through December 31, 2013. Because the Portfolio was redeemed in full on June 30, 2013 and was reactivated on September 12, 2013, the performance information shown in the bar chart for 2013 reflects the combination of cumulative returns for each period when the Strategic Shares had operations. The performance table also shows the average annual total returns for the one- year, five-year and since inception (May 21, 2009) periods ended December 31, 2018 and reflects returns for the periods when the Strategic Shares had operations. Accordingly, the Portfolio’s performance in the bar chart and table may not be comparable to the performance of other mutual funds. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30. The 2013 return reflects the combination of cumulative returns for each period when the Strategic Shares had operations: 1/1/13 through 6/30/13 and 9/12/13 through 12/31/13.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [    ]%.

 

Best quarter:

     4th Qtr. 2011        15.07

Worst quarter:

     3rd Qtr. 2011        -14.48
 

 

48


Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
May 21,
2009
 

The Real Estate Securities Portfolio HC Strategic Shares

      

– Before Taxes

     -3.36     7.93 %**      14.10 %*** 

– After Taxes on Distributions

     -4.43     5.55 %**      8.77 %*** 

– After Taxes on Distributions and Sale of Portfolio Shares

     -1.77     5.65 %**      9.89 %*** 

Dow-Jones US Select Real Estate Securities Index (reflects no deduction for fees, expenses or taxes)

     -4.22     7.86 %†      14.38 %† 
**

Represents annualized returns for the periods when the Strategic Shares had operations: 1/1/10 through 6/30/13 and 9/12/13 through 12/31/18.

***

Represents annualized returns for the periods when the Strategic Shares had operations: 5/21/09 through 6/30/13 and 9/12/13 through 12/31/18.

Includes performance during the period when the Strategic Shares were inactive: 7/1/13 through 9/11/13. Returns for periods 1/1/13 – 6/30/13, 5/21/09 – 6/30/13 and 9/12/13 – 12/31/18 were 5.68%, 26.19% and 7.31%, respectively.

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

49


The Real Estate Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Wellington Management Company LLP (“Wellington Management”) are the Specialist Managers for the Portfolio.

Portfolio Manager:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Wellington Management: Bradford D. Stoesser has managed the portion of the Portfolio allocated to Wellington Management since September 2010.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

50


The Commodity Returns Strategy Portfolio

 

Investment Objective

The investment objective of The Commodity Returns Strategy Portfolio is to provide capital appreciation.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.29 ]% 

Other Expenses

     [0.11 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.42 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [43

3 Years

   $ [135

5 Years

   $ [235

10 Years

   $ [530

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [14.57]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily in a diversified portfolio of commodity-related investments including securities issued by companies in commodity-related industries, commodity-linked structured notes (derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices) and other similar derivative instruments, investment vehicles that invest in commodities and commodity-related instruments. Securities of companies in commodities-related industries may include common stocks, depositary receipts, preferred securities, rights to subscribe for or purchase any such securities, warrants, convertible securities and other equity and commodity-linked securities issued by such companies. For this purpose, commodities are assets that have tangible properties, such as oil, metal and agricultural products. Commodity-related industries include, but are not limited to: (i) those directly engaged in the production of commodities, such as minerals, metals, agricultural commodities, chemicals, pulp and paper, building materials, oil and gas, other energy or natural resources, and (ii) companies that provide services to commodity producers. The Portfolio considers a company to be in a commodity-related industry if, as determined by the relevant Specialist Manager, at least 50% of the company’s assets, revenues or net income are derived from, or related to, such activities. The Portfolio will invest more than 25% of its assets in securities issued by companies in commodity-related industries. The Portfolio may invest without limitation in foreign securities, including securities issued by companies in emerging markets. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies and to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in commodity-related investments. The Portfolio also intends to gain exposure to commodity markets by investing a portion of its assets in two wholly-owned subsidiaries organized under the laws of the Cayman Islands (the “Subsidiaries”).

 

51


The Commodity Returns Strategy Portfolio (continued)

 

 

The Subsidiaries may invest without limitation in commodity-linked derivative instruments, such as swaps, futures and options. The Portfolio may invest in commodity swap, interest rate swap, variance swap and total return swap agreements and the Portfolio maintains liquid assets sufficient to cover the full notional value of any such swap positions. The Subsidiaries may also invest in debt securities, some of which are intended to serve as margin or collateral for the Subsidiaries’ derivatives positions, and other investment vehicles that invest in commodities and commodity-related instruments. The Subsidiaries are managed by the same Specialist Managers that advise the Portfolio.

The Portfolio may invest in equity and fixed income securities and may invest in companies of any market capitalization. Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that the Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

52


The Commodity Returns Strategy Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Commodity-Related Investing Risks. Investment in commodity-related securities involves the following risks:

 

   

Commodity-Related Securities Risk – The securities of companies in commodity-related industries may underperform the stock market as a whole. The stock prices of such companies may also experience greater price volatility than other types of common stocks. Securities issued by companies in commodity-related industries are sensitive to changes in the supply and demand for, and thus the prices of, commodities. Additionally, the values of securities issued by commodity-related companies may be affected by factors affecting a particular industry or commodity.

 

 

53


The Commodity Returns Strategy Portfolio (continued)

 

 

   

Commodity-Related Investment Risk – Exposure to the commodities markets may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, interest rate changes or events affecting a particular commodity or industry, such as political instability or conflict, international economic and regulatory developments, embargoes and tariffs, and drought, floods and other weather-related events.

 

   

Industry Concentration Risk – The Portfolio concentrates its investments in commodity-related industries. The focus of the Portfolio on a specific group of related industries my present more risks than if the Portfolio were more broadly diversified over numerous unrelated industries. A downturn in commodity-related industries would have a larger impact on the Portfolio than on an investment company that does not concentrate in such industries. At times, the performance of the Portfolio’s investments in commodity-related industries may lag the performance of other industries or the broader market as a whole.

 

   

Subsidiary Risk – The commodity-related instruments held by the Subsidiaries are subject to the same risks that apply to similar investments if held directly by the Portfolio (see “Commodities Related Investment Risk” above). The Subsidiaries are not registered under the Investment Company Act and are not subject to all of the requirements and protections of that Act. However, the Portfolio wholly owns and controls the Subsidiaries, and the Board of Trustees has responsibility for overseeing the investment activities of the Portfolio, including its investment in the Subsidiaries. Changes in the laws of the United States and/or the Cayman Islands could adversely affect the Subsidiaries and/or the Portfolio.

 

   

Commodity-Related Investment Tax Risk – The tax treatment of commodity-linked derivative instruments may be adversely affected by changes in legislation, regulations or other legally binding authority. If, as a result of any such adverse action, the income of the Portfolio from certain commodity-linked derivatives was treated as non-qualifying income, the Portfolio might fail to qualify as a regulated investment company and/or be subject to federal income tax at the Portfolio level. Should the Internal Revenue Service (“IRS”) issue guidance, or Congress enact legislation, that adversely affects the tax treatment of commodity-linked

   

notes or the Subsidiaries, it could, among other consequences, limit the Portfolio’s ability to pursue its investment strategy. For example, in September, 2016, the IRS released guidance stating that it would no longer issue rulings on any matter relating to the treatment of an entity as a Regulated Investment Company (“RIC”) if the matter would require a determination of whether a financial instrument or position is a security under the 1940 Act. To date, the Portfolio has not invested in any commodity-linked notes or other commodity-linked derivatives at the Portfolio level, although it retains the ability to make such investments in the future provided that such investments will not disqualify it for tax treatment as a RIC (or unless the Board determines that such disqualification is in the best interests of shareholders).

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by

 

 

54


The Commodity Returns Strategy Portfolio (continued)

 

 

 

companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Non-Investment Grade Securities Risk – Non-investment grade securities are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. Such securities may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Swaps Risks – The use of swaps is a highly specialized activity which involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions. Swap transactions can result in sizeable realized and unrealized capital gains and losses relative to the gains and losses from the Portfolio’s direct investments in securities and short sales. Transactions in swaps can involve greater risks than if the Portfolio had invested in securities directly since, in addition to general market risks, swaps may be leveraged and are also subject to liquidity risk, counterparty risk, credit risk and valuation risk. Regulators also may impose limits on an entity’s or group of entities’ positions in certain swaps.

 

 

55


The Commodity Returns Strategy Portfolio (continued)

 

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

56


The Commodity Returns Strategy Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Commodity Returns Strategy Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on June 8, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

   3rd Qtr. 2012      9.60

Worst quarter:

   3rd Qtr. 2011      -20.69

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
June
8, 2010
 

The Commodity Returns Strategy Portfolio HC Strategic Shares

 

   

– Before Taxes

     -13.91     -3.48     -0.64

– After Taxes on Distributions

     -14.57     -4.04     -1.11

– After Taxes on Distributions and Sale of Portfolio Shares

     -7.81     -2.65     -0.48

Bloomberg Commodity Index Total Return (reflects no deduction for fees, expenses or taxes)

     -11.25     -8.80     -4.94

50% Bloomberg Commodity Index Total Return & 50% MSCI ACWI Commodity Producers Index (reflects no deduction for fees, expenses or taxes)

     -10.96     -4.89     -1.35

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

57


The Commodity Returns Strategy Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”), Pacific Investment Management Company LLC (“PIMCO”) , Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) and Wellington Management Company LLP (“Wellington Management”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

PIMCO: Nicholas Johnson has managed the portion of the Portfolio allocated to PIMCO since June, 2011.

Vaughan Nelson: Steve Henriksen, Charles Ellis and Blanca Garza-Bianco have co-managed the portion of the Portfolio allocated to Vaughan Nelson since March 2016. Michael Hanna joined as a co-managing portfolio manager in January 2019.

Wellington Management: David A. Chang, CFA, has managed a portion of the Portfolio allocated to Wellington Management since April 2011.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

58


The ESG Growth Portfolio

 

Investment Objective

The ESG Growth Portfolio seeks to maximize total return while emphasizing environmental, social and governance (“ESG”) focused investments.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.22 ]% 

Other Expenses

     [0.12 ]% 

Total Annual Portfolio Operating Expenses

     [0.34 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [35

3 Years

   $ [109

5 Years

   $ [191

10 Years

   $ [431

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Total Annual Portfolio Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [171.95]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its total return objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization. Further, under the supervision of the Adviser, environmental, social and governance criteria (“ESG Factors) will be integrated into the Portfolio’s security selection process through the application of non-financial criteria (“ESG Screens”). The ESG Screens used by the Portfolio are determined with the use of third party data and ESG rating agencies which take into account a company’s performance around environmental, social and corporate governance practices. These may include (but are not limited to) such themes as climate change, resource efficiency, labor standards, product and service safety, community engagement, board policies, and corporate structure. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Advisor’s opinion ESG Factors are not applicable or it is not possible to implement them. The ESG Screens will be applied by the Specialist Managers that manage the Portfolio under the direction of the Adviser. The ESG Screens used by each Specialist Manager may differ from one another.

The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover.

 

59


The ESG Growth Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – The Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the broad range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Investment in Other Investment Companies Risk – To the extent that the Portfolio acquires securities issued by other investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and,

   

indirectly, the expenses of the acquired investment companies. Securities issued by other investment companies, including ETFs, are also equity securities and, as such, are subject to Market Risk and Management Risk.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively do so.

 

   

ESG Investing Risk. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. The Portfolio’s use of ESG Factors in making investment decisions may include the following risks.

 

   

Risk of Excluding Performing Companies – The Portfolio’s ESG policy may cause it to perform differently than funds that do not have an ESG focus. The Portfolio’s ESG focus may result in the Portfolio foregoing opportunities to buy or sell certain securities when it might otherwise be advantageous to do so.

 

   

Information Risk – The ESG Screens used by the Portfolio are determined in part through the use of third party data and ESG rating agencies. Information relating to the ESG performance of the companies in which the Portfolio may invest may not be complete, accurate or readily available. This fact may negatively impact the effectiveness of the ESG Screens.

 

   

Foreign Investment Risk. – Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements

 

 

60


The ESG Growth Portfolio (continued)

 

 

 

and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities. Additionally, risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time. The Portfolio generally considers “emerging markets” countries to be those included in the MSCI Emerging Markets Index.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates

   

will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Asset-Backed/Mortgage-Backed Securities Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of

 

 

61


The ESG Growth Portfolio (continued)

 

 

underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Risks Associated with Investments in Futures. The Portfolio is permitted to invest in futures. Investment in futures depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Futures involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks.

The value of futures may rise or fall more rapidly than other investments and there is a risk that the Portfolio may lose more than the original amount invested in futures. Futures also involve the risk that other parties to the futures contract may fail to meet their obligations, which could cause losses to the Portfolio. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances. Compared to other types of investments, futures may be harder to value and may also be less tax efficient. To the extent that the Portfolio uses futures to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the futures instrument and the value of the instrument being

hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of futures may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Thinly traded Securities. The Portfolio may invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Investment in these securities involve the following risks:

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Valuation Risk – When market quotations are not readily available or are deemed to be unreliable, the Portfolio values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board of Trustees. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.

 

 

62


The ESG Growth Portfolio (continued)

 

 

Performance. The chart and table below show how The ESG Growth Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on July 14, 2015. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

   1st Qtr. 2017      6.77

Worst quarter:

   4th Qtr. 2018      -12.69

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Since
July
14, 2015
 

The ESG Growth Portfolio HC Strategic Shares

    

– Before Taxes

     -8.39     3.71

– After Taxes on Distributions

     -9.63     2.87

– After Taxes on Distributions and Sale of Portfolio Shares

     -3.73     2.94

MSCI World Index (reflects no deduction for fees, expenses or taxes)

     -8.20     4.37

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

63


The ESG Growth Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since its inception in July 2015. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management, LLC (“Agincourt”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the portion of the Portfolio allocated to Agincourt since its inception.

Mellon: Karen Wong, CFA and William Cazalet, CAIA have co-managed the portion of the Portfolio allocated to Mellon(formerly Mellon Capital) since its inception. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since July, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

64


The Catholic SRI Growth Portfolio

 

Investment Objective

The Catholic SRI Growth Portfolio seeks to maximize total return subject to emphasizing socially responsible investments.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.21 ]% 

Other Expenses

     [0.21 ]% 

Total Annual Portfolio Operating Expenses

     [0.42 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [43

3 Years

   $ [135

5 Years

   $ [235

10 Years

   $ [530

 

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Total Annual Portfolio Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [179.66]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities while retaining the flexibility to invest in fixed income securities. In addition to equity and fixed income securities, the Portfolio may invest in other instruments, including, but not limited to, derivatives. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization.

Further, under the supervision of the Adviser, the Portfolio integrates a range of social and moral concerns into its security selection process. These issues may include protecting human life; promoting human dignity; reducing arms production; pursuing economic justice; protecting the environment, and encouraging corporate responsibility. This will be accomplished with reference to the principles contained in the United States Conference of Catholic Bishops’ (“USCCB”) Socially Responsible Investing Guidelines (“Social Guidelines”). Potential investments for the Portfolio are selected for financial soundness and evaluated according to the Portfolio’s social criteria.

The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Additionally, in seeking to achieve its objective, the Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards.

The Portfolio is not authorized or sponsored by the Roman Catholic Church or the USCCB. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover.

 

65


The Catholic SRI Growth Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

 

   

Multi-Manager Risk – The Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the broad range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Investment in Other Investment Companies Risk – To the extent that the Portfolio acquires securities issued by other investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies. Securities issued by other investment companies, including ETFs, are also equity securities and, as such, are subject to Market Risk and Management Risk.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively do so.

 

   

Socially Responsible Investing Risk. The Portfolio considers the Social Guidelines in its investment process and may choose not to purchase, or may sell, otherwise profitable investments in companies which have been identified as being in conflict with the Social Guidelines. This means that the Portfolio may underperform other similar funds that do not consider the Social Guidelines when making investment decisions.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more

 

 

66


The Catholic SRI Growth Portfolio (continued)

 

 

 

costly than transaction expenses for domestic securities. Additionally, risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time. The Portfolio generally considers “emerging markets” countries to be those included in the MSCI Emerging Markets Index

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities.

   

These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Asset-Backed/Mortgage-Backed Securities Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the

 

 

67


The Catholic SRI Growth Portfolio (continued)

 

 

 

prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Risks Associated with Investments in Futures. The Portfolio is permitted to invest in futures. Investment in futures depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Futures involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks.

The value of futures may rise or fall more rapidly than other investments and there is a risk that the Portfolio may lose more than the original amount invested in futures. Futures also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances. Compared to other types of investments, futures may be harder to value and may also be less tax efficient. To the extent that the Portfolio uses futures to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the futures instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the

intended benefits. The Portfolio’s use of futures may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Thinly traded Securities. The Portfolio may invest in securities, including privately placed and structured securities and derivatives, for which there may be limited markets/thinly traded issues. Investment in these securities involve the following risks:

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Valuation Risk – When market quotations are not readily available or are deemed to be unreliable, the Portfolio values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board of Trustees. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.

 

 

68


The Catholic SRI Growth Portfolio (continued)

 

 

Performance. The chart and table below show how The Catholic SRI Growth Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on January 12, 2016. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

   4th Qtr. 2017      6.41

Worst quarter:

   4th Qtr. 2018      -13.50

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Since
January 12,
2016
 

The Catholic SRI Growth Portfolio HC Strategic Shares

    

– Before Taxes

     -9.78     8.96

– After Taxes on Distributions

     -11.85     6.89

– After Taxes on Distributions and Sale of Portfolio Shares

     -4.44     6.60

MSCI World Index (reflects no deduction for fees, expenses or taxes)

     -8.20     9.25

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

69


The Catholic SRI Growth Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA and Scott Jacobson, CFA have managed the Portfolio since its inception in January 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management, LLC (“Agincourt”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the portion of the Portfolio allocated to Agincourt since its inception.

Mellon: Karen Wong, CFA and William Cazalet, CAIA have co-managed the portion of the Portfolio allocated to Mellon (formerly Mellon Capital) since its inception. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since January, 2016.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA, and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

70


The International Equity Portfolio

 

Investment Objective

The investment objective of The International Equity Portfolio is to maximize total return.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.34 ]% 

Other Expenses

     [0.09 ]% 

Total Annual Portfolio Operating Expenses

     [0.43 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [44

3 Years

   $ [138

5 Years

   $ [241

10 Years

   $ [542
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [54.91]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Under normal circumstances, the Portfolio will provide exposure to investments that are economically tied to at least three different countries, including the U.S., and at least 40% of the Portfolio’s net assets will provide exposure to investments that are economically tied to non-U.S. countries. Although the Portfolio, a diversified investment company, may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the MSCI EAFE Index. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of issuers located in non-U.S. countries. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies and to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index. The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

71


The International Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a

   

discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

72


The International Equity Portfolio (continued)

 

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

73


The International Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The International Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     2nd Qtr. 2009        20.93

Worst quarter:

     3rd Qtr. 2011        -21.22

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The International Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -14.94     0.30     7.10

– After Taxes on Distributions

     -15.49     -1.22     6.13

– After Taxes on Distributions and Sale of Portfolio Shares

     -8.25     0.26     5.86

MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)

     -13.36     1.00     6.81

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

74


The International Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Artisan Partners Limited Partnership (“Artisan Partners”), Cadence Capital Management LLC (“Cadence”), Causeway Capital Management LLC (“Causeway”), City of London Investment Management Company Limited (“CLIM”), Mellon Investments Corporation (“Mellon”), and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Artisan Partners: Mark L. Yockey has managed the portion of the Portfolio allocated to Artisan Partners since July, 1999. Andrew J. Euretig and Charles Hamker have served as Associate Portfolio Managers to the portion of the Portfolio allocated to Artisan Partners since February, 2012.

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Causeway: Sarah H. Ketterer, Harry W. Hartford, James A. Doyle and Jonathan P. Eng have co-managed that portion of the Portfolio allocated to Causeway since December, 2006, Conor Muldoon has co-managed that portion of the Portfolio allocated to Causeway since September, 2010, Alessandro Valentini has managed that portion of the Portfolio allocated to Causeway since April 2013, Ellen Lee has co-managed that portion of the Portfolio allocated to Causeway since January 2015, and Steven Nguyen has co- managed that portion of the Portfolio allocated to Causeway since January 2019.

CLIM: Michael Edmonds, James Millward, and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since January, 2015.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

75


The Institutional International Equity Portfolio

 

Investment Objective

The investment objective of The Institutional International Equity Portfolio is to maximize total return.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.33 ]% 

Other Expenses

     [0.09 ]% 

Acquired Fund Fees and Expenses

     [0.05 ]% 

Total Annual Portfolio Operating Expenses

     [0.47 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [48

3 Years

   $ [151

5 Years

   $ [263

10 Years

   $ [591

 

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [37.56]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Under normal circumstances, the Portfolio will provide exposure to investments that are economically tied to at least three different countries, including the U.S., and at least 40% of the Portfolio’s net assets will provide exposure to investments that are economically tied to non-U.S. countries. Although the Portfolio, a diversified investment company, may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the MSCI EAFE Index. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of issuers located in non-U.S. countries. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in a foreign currency and to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

76


The Institutional International Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a

   

discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

77


The Institutional International Equity Portfolio (continued)

 

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

78


The Institutional International Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional International Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on November 20, 2009. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     3rd Qtr. 2010        16.22

Worst quarter:

     3rd Qtr. 2011        -20.97

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
November 20,
2009
 

The Institutional International Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -14.28     0.70     5.03

– After Taxes on Distributions

     -15.76     -1.03     3.68

– After Taxes on Distributions and Sale of Portfolio Shares

     -7.32     0.43     3.97

MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)

     -13.36     1.00     4.43

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

79


The Institutional International Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Artisan Partners Limited Partnership (“Artisan Partners”), Cadence Capital Management LLC (“Cadence”), Causeway Capital Management LLC (“Causeway”), City of London Investment Management Company Limited (“CLIM”), Lazard Asset Management LLC (“Lazard”), Mellon Investments Corporation (“Mellon”), and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Artisan Partners: Mark L. Yockey has managed the portion of the Portfolio allocated to Artisan Partners since November, 2009. Andrew J. Euretig and Charles Hamker have served as Associate Portfolio Managers to the portion of the Portfolio allocated to Artisan Partners since February, 2012.

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Causeway: Sarah H. Ketterer, Harry W. Hartford, James A. Doyle and Jonathan P. Eng have co-managed that portion of the Portfolio allocated to Causeway since November, 2009, Conor Muldoon has co-managed that portion of the Portfolio allocated to Causeway since September, 2010, Alessandro Valentini has managed that portion of the Portfolio allocated to Causeway since April 2013, Ellen Lee has co-managed that portion of the Portfolio allocated to Causeway since January 2015, and Steven Nguyen has co- managed that portion of the Portfolio allocated to Causeway since January 2019.

CLIM: Michael Edmonds, James Millward and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since January, 2015.

Lazard: Paul Moghtader, Taras Ivanenko, Alex Lai and Craig Scholl have co-managed the portion of the Portfolio allocated to Lazard since September, 2011.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

80


The Emerging Markets Portfolio

 

Investment Objective

The investment objective of The Emerging Markets Portfolio is to provide maximum total return, primarily through capital appreciation.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.49 ]% 

Other Expenses

     [0.17 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.68 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [69

3 Years

   $ [218

5 Years

   $ [379

10 Years

   $ [847

 

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [50.01]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in securities of issuers domiciled or, in the view of the Specialist Manager, deemed to be doing material amounts of business in countries determined by the Specialist Manager to have a developing or emerging economy or securities market. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Typically 80% of the Portfolio’s net assets will be invested in equity securities, equity swaps, structured equity notes, equity linked notes and depositary receipts of issuers domiciled or, in the view of the Specialist Manager, deemed to be doing material amounts of business in emerging market countries. The Portfolio, a diversified investment company, invests primarily in the Morgan Stanley Capital International® Emerging Markets Index (“MSCI EM Index”) countries. As the MSCI EM Index introduces new emerging market countries, the Portfolio may include those countries among the countries in which it may invest. In determining securities in which to invest, the Portfolio’s management team will evaluate the countries’ economic and political climates with prospects for sustained macro and micro economic growth. The Portfolio’s management team will take into account traditional securities valuation methods, including (but not limited to) an analysis of price in relation to assets, earnings, cash flows, projected earnings growth, inflation and interest rates. Liquidity and transaction costs will also be considered. The Portfolio may also invest in companies of any market capitalization. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in securities issued by companies domiciled or deemed to be doing material amounts of business in countries that have a developing or emerging economy or securities market. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with

 

81


The Emerging Markets Portfolio (continued)

 

 

applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

82


The Emerging Markets Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization

   

companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

 

83


The Emerging Markets Portfolio (continued)

 

 

   

China Risk. In addition to the risks listed above under “Emerging Market Securities,” investing in China presents additional risks including confiscatory taxation, nationalization, exchange control regulations (including currency blockage) and differing legal standards. The Chinese government could, at any time, alter or discontinue economic reform programs implemented since 1978. Chinese authorities may intervene in the China securities market and halt or suspend trading of securities for short or even longer periods of time. Recently, the China securities market has experienced considerable volatility and been subject to relatively frequent and extensive trading halts and suspensions. These trading halts and suspensions have, among other things, contributed to uncertainty in the markets and reduced the liquidity of the securities subject to such trading halts and suspensions, which could include securities held by a Portfolio.

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of

   

securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

84


The Emerging Markets Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Emerging Markets Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on December 10, 2009. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     3rd Qtr. 2010        18.88

Worst quarter:

     3rd Qtr. 2011        -24.13

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 10,
2009
 

The Emerging Markets Portfolio HC Strategic Shares

      

– Before Taxes

     -14.30     0.11     0.88

– After Taxes on Distributions

     -14.51     -0.50     0.38

– After Taxes on Distributions and Sale of Portfolio Shares

     -7.99     0.08     0.73

MSCI Emerging Markets Index (reflects no deduction for fees, expenses or taxes)

     -14.25     2.03     2.78

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

85


The Emerging Markets Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), City of London Investment Management Company Limited (“CLIM”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and RBC Global Asset Management (UK) Limited (“RBC GAM”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

CLIM: Mark Dwyer has led the team responsible for managing the portion of the Portfolio allocated to CLIM since January, 2015.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

RBC GAM: Philippe Langham, ACA, and Laurence Bensafi, CFA, have managed the portion of the Portfolio allocated to RBC since July, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

86


The Core Fixed Income Portfolio

 

Investment Objective

The investment objective of The Core Fixed Income Portfolio is to provide a high level of current income consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.15 ]% 

Other Expenses

     [0.21 ]% 

Acquired Fund Fees and Expenses

     [0.01 ]% 

Total Annual Portfolio Operating Expenses

     [0.37 ]% 

 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes the reinvestment of all dividends and distributions in shares of the Portfolio and that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [38

3 Years

   $ [119

5 Years

   $ [208

10 Years

   $ [468

 

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [34.05]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in fixed income securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio, under normal circumstances, invests predominantly in fixed income securities that, at the time of purchase, are rated in one of four highest rating categories assigned by one of the major independent rating agencies (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or are, in the view of the Specialist Manager, deemed to be of comparable quality. Securities in the fourth highest rating category may have speculative characteristics. From time to time, a substantial portion of the Portfolio, a diversified investment company, may be invested in any of the following: (1) investment grade mortgage-backed or asset-backed securities; (2) securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies; (3) investment grade fixed income securities issued by U.S. corporations; or (4) municipal bonds (i.e., debt securities issued by municipalities and related entities). Under normal conditions, the Portfolio may invest up to 20% of its assets in high yield securities (“junk bonds”) as well as cash or money market instruments in order to maintain liquidity, or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Aggregate Bond Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Aggregate Bond Index as of June 30, 2019 was [12.9] years. The Portfolio may engage

 

87


The Core Fixed Income Portfolio (continued)

 

 

in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

88


The Core Fixed Income Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies,

   

authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

 

89


The Core Fixed Income Portfolio (continued)

 

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities. Portfolio dividends derived from certain “private activity” municipal securities generally will constitute an item of tax preference includable in alternative minimum taxable income for both corporate and non-corporate taxpayers.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

 

90


The Core Fixed Income Portfolio (continued)

 

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between

   

the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

91


The Core Fixed Income Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Core Fixed Income Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     3rd Qtr. 2009        4.49

Worst quarter:

     4th Qtr. 2016        -2.74

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Core Fixed Income Portfolio HC Strategic Shares

      

– Before Taxes

     -0.61     2.37     3.68

– After Taxes on Distributions

     -1.70     1.27     2.40

– After Taxes on Distributions and Sale of Portfolio Shares

     -0.37     1.33     2.41

Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)

     0.01     2.52     3.48

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

92


The Core Fixed Income Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Agincourt Capital Management, LLC (“Agincourt”) and Mellon Investments Corporation (“Mellon”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the Portfolio since March, 2015.

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

93


The Fixed Income Opportunity Portfolio

 

Investment Objective

The investment objective of The Fixed Income Opportunity Portfolio is to achieve above-average total return by investing in high yield securities commonly referred to as “junk bonds.”

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

  

None

Maximum Redemption Fee

  

None

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.38 ]% 

Other Expenses

     [0.08 ]% 

Acquired Fund Fees and Expenses

     [0.04 ]% 

Total Annual Portfolio Operating Expenses

     [0.50 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes the reinvestment of all dividends and distributions in shares of the Portfolio and that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [51

3 Years

   $ [160

5 Years

   $ [280

10 Years

   $ [628

 

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [51.53]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of net assets) in fixed income securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. A principal investment strategy of the Portfolio is to invest in high yield securities including “junk bonds.” Under normal circumstances, at least 50% of the Portfolio’s total assets will be invested in junk bonds. These securities are fixed income securities that are rated below the fourth highest category assigned by one of the major independent rating agencies or are, in the view of the Specialist Manager, deemed to be of comparable quality. Such securities may include: corporate bonds, collateralized loan obligations (CLOs), collateralized bond obligations (CBOs) and collateralized debt obligations (CDOs) (CDO investments are expected to be limited to less than 15% of the Portfolio), agency and non-agency mortgage-backed securities, collateralized mortgage obligations, commercial mortgage-backed securities and asset-backed securities, REITs, foreign fixed income securities, including emerging market debt, convertible bonds, preferred stocks, treasury inflation bonds, loan participations, swaps and fixed and floating rate loans. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities.

The Portfolio may invest in U.S. government securities, including but not limited to treasuries, agencies and commercial paper. The Portfolio may also hold a portion of its assets in cash or money market instruments in order to maintain liquidity or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase.

 

94


The Fixed Income Opportunity Portfolio (continued)

 

 

Consistent with its investment policies, the Portfolio may purchase and sell high yield securities. Purchases and sales of securities may be effected without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but, under normal circumstances, the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, which range, as of June 30, 2019, was between [1 and 13] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment.

The performance benchmark for this Portfolio is the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, an unmanaged index of high yield securities that is widely recognized as an indicator of the performance of such securities. The Specialist Managers actively manage the interest rate risk of the Portfolio relative to this benchmark.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

95


The Fixed Income Opportunity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in

   

interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

 

96


The Fixed Income Opportunity Portfolio (continued)

 

 

   

Floating Rate Loans Risk – The risks associated with floating rate loans are similar to the risks of below investment grade securities. Changes in economic conditions are likely to cause issuers of these securities to be unable to meet their obligations. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans. Further, bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Portfolio to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Portfolio may assume the credit risk of the primary lender in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

 

   

Loan Participation Risk – Loan participations typically will result in a Portfolio having a contractual relationship only with the lender, not with the borrower. In connection with purchasing loan participations, a Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Portfolio may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, a Portfolio will assume the credit risk of both the borrower and the lender that is selling the participation. A Portfolio may have difficulty disposing of loan participations as the market for such instruments is not highly liquid.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

97


The Fixed Income Opportunity Portfolio (continued)

 

 

   

Emerging Markets Risk – Risks associated with foreign investments, including option and futures contracts, may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to

   

perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

REIT Risk – REIT prices may fall because of the failure of borrowers to pay their loans and/or poor management. The value of REITs may also be affected by increases in property taxes and changes in tax laws and interest rates.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

98


The Fixed Income Opportunity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Fixed Income Opportunity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     2nd Qtr. 2009        11.28

Worst quarter:

     3rd Qtr. 2011        -6.51

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Fixed Income Opportunity Portfolio HC Strategic Shares

      

– Before Taxes

     0.25     3.88     9.31

– After Taxes on Distributions

     -2.05     1.26     6.47

– After Taxes on Distributions and Sale of Portfolio Shares

     0.16     1.80     6.22

Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index (reflects no deduction for fees, expenses or taxes)

     -1.88     3.79     9.95

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

99


The Fixed Income Opportunity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

City of London Investment Management Company Limited (“CLIM”), Fort Washington Investment Advisors, Inc. (“Fort Washington”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Western Asset Management Company, LLC (“Western Asset”) are the Specialist Managers for the Portfolio with responsibility for the management of the Portfolio’s assets that are invested directly in fixed income securities.

Portfolio Managers:

CLIM: James Millward, Michael Edmonds and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since November, 2014.

Fort Washington: Garrick Bauer has co-managed this portion of the Portfolio since March, 2016. Timothy Jossart has co-managed the portion of the Portfolio allocated to Fort Washington since May, 2012.

Mellon: Manuel Hayes and Stephanie Shu, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and Paul Benson, CFA, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March 2016. Nancy Rogers, CFA has also co-managed this portion of the Portfolio since November 2016.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Western Asset: S. Kenneth Leech and Harris Trifon have co-managed the portion of the Portfolio allocated to Western Asset since July, 2014, Ian Justice has co-managed the portion of the Portfolio allocated to Western Asset since October, 2014 and Greg E. Handler has co-managed the portion of the Portfolio allocated to Western Asset since January, 2019.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

100


The U.S. Government Fixed Income Securities Portfolio

 

Investment Objective

The investment objective of The U.S. Government Fixed Income Securities Portfolio is to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing in a diversified portfolio of primarily U.S. Treasury and government related fixed income securities.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.11 ]% 

Other Expenses

     [0.08  ]% 

Total Annual Portfolio Operating Expenses

     [0.19  ]% 

Example: This Example is intended to help you compare the cost of investing in the HC Strategic Shares of the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [19

3 Years

   $ [61

5 Years

   $ [107

10 Years

   $ [243
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [31.43]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Securities in which the Portfolio may invest include bonds, notes and certificates of deposit. These may include securities issued by federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. Government. In general the portfolio will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Government Index. Securities held by the Portfolio will be rated investment grade or better by at least two rating agencies at the time of purchase if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. Overall credit quality of the Portfolio will be maintained at a level substantially equal to that of the Bloomberg Barclays U.S. Government Index. The Portfolio will attempt to be fully invested at all times in U.S. Government fixed income securities, but may hold cash positions at times to adjust the duration of the Portfolio to more closely approximate that of the Bloomberg Barclays U.S. Government Index, to replicate the interest rate sensitivity of the securities in the Bloomberg Barclays U.S. Government Index, or to approximate the exposure to cash in the Bloomberg Barclays U.S. Government Index from coupon payments, principal payments or called securities. The Portfolio intends to maintain an effective dollar weighted average portfolio maturity similar to that of the Bloomberg Barclays U.S. Government Index, which was [7.50] years as of June 30, 2019. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in U.S. fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

101


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility

   

and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. This risk should be low for the Portfolio as it invests mainly in securities that are not callable.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

102


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Government Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     3rd Qtr. 2011        5.82

Worst quarter:

     4th Qtr. 2016        -3.42

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 6,
2010
 

The U.S. Government Fixed Income Securities Portfolio HC Strategic Shares

      

– Before Taxes

     0.67     1.73     1.86

– After Taxes on Distributions

     -0.15     0.96     1.04

– After Taxes on Distributions and Sale of Portfolio Shares

     0.39     1.01     1.15

Bloomberg Barclays U.S. Government Index (reflects no deduction for fees, expenses or taxes)

     0.88     1.99     2.08

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

103


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

104


The Inflation Protected Securities Portfolio

 

Investment Objective

The investment objective of The Inflation Protected Securities Portfolio is to provide inflation protection and income consistent with investment in inflation-indexed securities.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.09  ]% 

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.16 ]% 

Example: This Example is intended to help you compare the cost of investing in the HC Strategic Shares of the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [16

3 Years

   $ [52

5 Years

   $ [90

10 Years

   $ [205
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [19.97]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in inflation-indexed bonds issued by the U.S. government and non-U.S. governments, their agencies and instrumentalities and corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest in non-investment grade securities (“junk bonds”). Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Treasury Inflation Protected Securities Index (“Barclays US TIPS Index”), which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Barclays US TIPS Index as of June 30, 2019 was [8.3] years. The Portfolio may invest in securities issued by foreign corporations. The Portfolio’s investments in non-U.S. governments and corporations may include securities issued in emerging markets countries.

 

105


The Inflation Protected Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

   

Deflation Risk – Deflation risk is the possibility that prices throughout the economy decline over time – the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses.

 

   

Inflation Indexed Bonds Risk – The principal value of an investment is not protected or otherwise guaranteed by virtue of the Portfolio’s investments in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced.

Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal value.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Inflation-indexed bonds issued by non-U.S. governments would be expected to be indexed to the inflation rates prevailing in those countries.

 

   

Inflation Indexed Bonds Tax Risk – Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Portfolio’s gross income, even though no cash attributable to such gross income has been received by the Portfolio. In such event, the Portfolio may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Portfolio may be

 

 

106


The Inflation Protected Securities Portfolio (continued)

 

 

 

required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Portfolio and additional capital gain distributions to shareholders. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Portfolio may cause amounts previously distributed to shareholders in the taxable year as income to be characterized as a return of capital.

 

   

Non-Investment-Grade Securities – Non-investment-grade securities, also referred to as “high-yield securities” or “junk bonds,” are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (for example, lower than Baa3/P-2 by Moody’s Investors Service, Inc. (Moody’s) or below BBB–/A-2 by Standard & Poor’s) or are determined to be of comparable quality by the fund’s advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

107


The Inflation Protected Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Inflation Protected Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on April 3, 2014. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     1st Qtr. 2016        4.39

Worst quarter:

     4th Qtr. 2016        -2.45

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Since
April 3,
2014
 

The Inflation Protected Securities Portfolio HC Strategic Shares

    

– Before Taxes

     -1.53     1.13

– After Taxes on Distributions

     -2.65     0.35

– After Taxes on Distributions and Sale of Portfolio Shares

     -0.90     0.52

Bloomberg Barclays U.S. Treasury Inflation Protected Securities Index (reflects no deduction for fees, expenses or taxes)

     -1.26     1.46

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

108


The Inflation Protected Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since its inception in February 2014. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Mellon: Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA and Stephanie Shu, CFA have also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

109


The U.S. Corporate Fixed Income Securities Portfolio

 

Investment Objective

The investment objective of The U.S. Corporate Fixed Income Securities Portfolio is to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing primarily in a diversified portfolio of investment grade fixed income securities issued by U.S. corporations.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.13 ]% 

Other Expenses

     [0.08 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.23 ]% 

Example: This Example is intended to help you compare the cost of investing in the HC Strategic Shares of the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [24

3 Years

   $ [74

5 Years

   $ [130

10 Years

   $ [293
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [24.55 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in fixed income securities issued by U.S. corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. In general, the Portfolio invests predominantly in investment grade fixed income securities and will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Corporate Index. Securities held by the Portfolio will be rated investment-grade or better by one of the established rating agencies or, if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. Securities held by the Portfolio which are downgraded below investment-grade by all ratings agencies may be retained up to a maximum market value of 5% of the Portfolio. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Corporate Investment Grade Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Corporate Investment Grade Index as of June 30, 2019 was [10.80] years. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in investment grade fixed income securities issued by U.S. corporations. The Portfolio may also invest up to 20% of its assets in municipal bonds (i.e., debt securities issued by municipalities and related entities). The Portfolio may invest in fixed income securities of foreign issuers.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

110


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in

   

interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In

 

 

111


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

 

addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S.

   

governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

112


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Corporate Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     3rd Qtr. 2011        4.37

Worst quarter:

     2nd Qtr. 2013        -4.03

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 6,
2010
 

The U.S. Corporate Fixed Income Securities Portfolio HC Strategic Shares

      

– Before Taxes

     -2.32     3.05     3.54

– After Taxes on Distributions

     -3.65     1.56     1.98

– After Taxes on Distributions and Sale of Portfolio Shares

     -1.38     1.70     2.14

Bloomberg Barclays U.S. Corporate Index (reflects no deduction for fees, expenses or taxes)

     -2.51     3.28     3.95

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

113


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management LLC (“Agincourt”) and Mellon Investments Corporation (“Mellon”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the Portfolio since March, 2015.

Mellon: Manuel Hayes has co-managed the Portfolio since August 2013 and Paul Benson, CFA, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March 2016. Nancy Rogers, CFA has also co-managed this portion of the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

114


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

 

Investment Objective

The investment objective of The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio is to seek to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing primarily in a diversified portfolio of publicly issued mortgage and asset backed securities.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.11 ]% 

Other Expenses

     [0.12 ]% 

Acquired Fund Fees and Expenses

     [0.03  ]% 

Total Annual Portfolio Operating Expenses

     [0.26  ]% 

Example: This Example is intended to help you compare the cost of investing in the HC Strategic Shares of the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [27

3 Years

   $ [84

5 Years

   $ [146

10 Years

   $ [331
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [15.05]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in U.S. mortgage and asset backed securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio invests predominantly in publicly issued, investment grade U.S. mortgage and asset backed securities and, in general, seeks to maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Securitized Index. The Portfolio will seek to invest in U.S. dollar denominated agency and non-agency mortgage-backed securities backed by loans secured by residential, multifamily and commercial properties including, but not limited to: pass throughs, collateralized mortgage obligations (“CMOs”), real estate mortgage investment conduits (“REMICs”), stripped mortgage-backed securities (“SMBS”), project loans, construction loans, and adjustable rate mortgages. Income from MBS, ABS, CMO, REMIC and SMBS investments of the Portfolio will be taxed as ordinary income when distributed to shareholders unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in mortgage and asset backed securities. The Portfolio may also invest in U.S. Treasury and agency securities. Securities must be rated investment-grade or better by a nationally recognized credit rating agency at the time of purchase or, if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Securitized Index, which has a weighted average maturity of [7.2] years as of June 30, 2019 and can vary between [1 and 9] years.

 

115


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

116


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

 

117


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

118


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was -1.28%.

 

Best quarter:

     2nd Qtr. 2011        2.25

Worst quarter:

     4th Qtr. 2016        -2.04

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 6,
2010
 

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio HC Strategic Shares

      

– Before Taxes

     0.75     2.13     2.12

– After Taxes on Distributions

     -0.42     0.94     0.91

– After Taxes on Distributions and Sale of Portfolio Shares

     0.43     1.09     1.11

Bloomberg Barclays U.S. Securitized Index (reflects no deduction for fees, expenses or taxes)

     0.99     2.51     2.47

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

119


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

120


The Short-Term Municipal Bond Portfolio

 

Investment Objective

The investment objective of The Short-Term Municipal Bond Portfolio is to provide a high level of current income exempt from Federal income tax, consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.18 ]% 

Other Expenses

     [0.15  ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.35 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [36

3 Years

   $ [113

5 Years

   $ [197

10 Years

   $ [443
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [14.82]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax so that they will qualify to pay “exempt-interest dividends” (“Municipal Securities”). The Portfolio intends to maintain a dollar-weighted effective average portfolio maturity of no longer than three years. The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. Fixed income securities rated in the fourth highest rating category by a rating agency may have speculative characteristics. The Portfolio does not currently intend to invest in obligations, the interest on which is a preference item for purposes of the Federal alternative minimum tax. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in municipal bonds.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

121


The Short-Term Municipal Bond Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

 

Tax Risk – Changes in Federal tax laws or regulations could change the tax-exempt status of income from any or all of the Portfolio’s municipal securities. In addition, short-term capital gains and a portion of any gain attributable to bonds purchased at market discount will be treated as ordinary income for Federal tax purposes.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates.

   

During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – Municipal securities held by the Portfolio may be called (prepaid) before their maturity dates. This usually occurs as interest rates are declining. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. In addition, the Portfolio may lose price appreciation if a bond it holds is called earlier than scheduled.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the

 

 

122


The Short-Term Municipal Bond Portfolio (continued)

 

 

 

exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires

   

shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

123


The Short-Term Municipal Bond Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Short-Term Municipal Bond Portfolio has performed, and how its performance has varied from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on March 1, 2006. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     3rd Qtr. 2009        1.89

Worst quarter:

     4th Qtr. 2010        -0.83

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Short-Term Municipal Bond Portfolio HC Strategic Shares

      

– Before Taxes

     1.45     0.68     1.39

– After Taxes on Distributions

     1.42     0.67     1.35

– After Taxes on Distributions and Sale of Portfolio Shares

     1.33     0.78     1.44

ICE BofA Merrill Lynch 1-3 Year Municipal Bond Index (reflects no deduction for fees, expenses or taxes)

     1.76     0.91     1.45

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

124


The Short-Term Municipal Bond Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Breckinridge Capital Advisors, Inc. (“Breckinridge”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Breckinridge: Peter Coffin has managed the Portfolio since March, 2006. Matthew Buscone has co-managed the Portfolio since July 2008. Ji Young Jung and Sara Chanda have co-managed since March 2013 and December, 2013, respectively. Jeffrey Glenn and Eric Haase have co-managed the Portfolio since May, 2015 and May, 2016, respectively. Khurram Gillani has co-managed the Portfolio since December, 2016. Allyson Gerrish has co-managed the Portfolio since July 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s dividend distributions are expected to be excludable from gross income for Federal income tax purposes. The Portfolio may also make distributions that are taxable to you as ordinary income or capital gains. Dividend distributions taxable as ordinary income can result, in part, because of the failure of a municipal security owned by the Portfolio to meet certain legal requirements or because of a change in law. Additionally, dividend distributions taxable as capital gains can result, in part, from the Portfolio’s sale of a municipal security owned by the Portfolio for more than its cost.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

125


The Intermediate Term Municipal Bond Portfolio

 

Investment Objective

The investment objective of The Intermediate Term Municipal Bond Portfolio is to provide a high level of current income exempt from Federal income tax, consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.27 ]% 

Other Expenses

     [0.08 ]% 

Total Annual Portfolio Operating Expenses

     [0.35  ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes the reinvestment of all dividends and distributions in shares of the Portfolio, that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [36

3 Years

   $ [113

5 Years

   $ [197

10 Years

   $ [443
 

 

Portfolio Turnover

The Portfolio 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 transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [27.10]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy of the Portfolio and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax so that they will qualify to pay “exempt-interest dividends” (“Municipal Securities”). Municipal Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays 3-15 Year Blend Municipal Bond Index, currently 2 to 20 years. Municipal Securities acquired for the Portfolio will generally be rated in one of the three highest rating categories assigned by one of the major independent rating agencies (“A” or higher by Moodys, or Standard & Poor’s), or are, in the view of the Specialist Manager, deemed to be of comparable quality. The Portfolio is, however, authorized to invest up to 15% of its assets in Municipal Securities that are rated in the fourth highest category and up to 10% of its assets in high yield securities (“junk bonds”). Fixed income securities rated in the fourth highest rating category by a rating agency may have speculative characteristics. The Portfolio is also authorized to invest in securities issued by other investment companies, such as ETFs and closed-end funds, that invest in Municipal Securities. Also, the Portfolio is authorized to invest up to 20% of its net assets in taxable instruments.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

126


The Intermediate Term Municipal Bond Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Tax Risk – Changes in Federal tax laws or regulations could change the tax-exempt status of income from any or all of the Portfolio’s municipal securities. In addition, short-term capital gains and a portion of any gain attributable to bonds purchased at market discount will be treated as ordinary income for Federal tax purposes.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price

   

movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – Municipal securities held by the Portfolio may be called (prepaid) before their maturity dates. This usually occurs as interest rates are declining. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. In addition, the Portfolio may lose price appreciation if a bond it holds is called earlier than scheduled.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. The prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health. Change in market interest rates will also affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

 

127


The Intermediate Term Municipal Bond Portfolio (continued)

 

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading

   

market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

128


The Intermediate Term Municipal Bond Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Intermediate Term Municipal Bond Portfolio has performed, and how its performance has varied from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     3rd Qtr. 2009        6.12

Worst quarter:

     4th Qtr. 2010        -3.36

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
     Five
Year
     Ten
Year
 

The Intermediate Term Municipal Bond Portfolio HC Strategic Shares

        

– Before Taxes

     0.90%        1.92%        3.73%  

– After Taxes on Distributions

     0.89%        1.91%        3.71%  

– After Taxes on Distributions and Sale of Portfolio Shares

     1.38%        1.95%        3.54%  

Bloomberg Barclays 3-15 Year Blend Municipal Bond Index (reflects no deduction for fees, expenses or taxes)

     1.54%        3.22%        4.18%  

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

129


The Intermediate Term Municipal Bond Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

City of London Investment Management Company Limited (“CLIM”) and Mellon Investments Corporation (“Mellon”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

CLIM: James Millward, Michael Edmonds and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since June, 2018.

Mellon: Daniel Marques has managed the Portfolio since January, 2012.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s dividend distributions are expected to be excludable from gross income for Federal income tax purposes. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Portfolio may also make distributions that are taxable to you as ordinary income or capital gains. Dividend distributions taxable as ordinary income can result, in part, because of the failure of a municipal security owned by the Portfolio to meet certain legal requirements or because of a change in law. Additionally, dividend distributions taxable as capital gains can result, in part, from the Portfolio’s sale of a municipal security owned by the Portfolio for more than its cost.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

130


The Intermediate Term Municipal Bond II Portfolio

 

Investment Objective

The investment objective of The Intermediate Term Municipal Bond II Portfolio is to provide as high a level of current income exempt from Federal income tax, as is consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.24 ]% 

Other Expenses

     [0.10 ]% 

Total Annual Portfolio Operating Expenses

     [0.34 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [35

3 Years

   $ [109

5 Years

   $ [191

10 Years

   $ [431
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [17.08]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy of the Portfolio and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax, and include general obligation bonds and notes, revenue bonds and notes (including industrial revenue bonds and municipal lease obligations), as well as participation interests relating to such securities and are referred to as “ Municipal Securities.” The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. Municipal Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays 3-15 Year Blend Municipal Bond Index, currently 2 to 10 years. The Portfolio may invest in securities issued by other investment companies, including ETFs and closed-end funds, that invest in Municipal Securities.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

131


The Intermediate Term Municipal Bond II Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Tax Risk – Changes in Federal tax laws or regulations could change the tax-exempt status of income from any or all of the Portfolio’s municipal securities. In addition, short-term capital gains and a portion of any gain attributable to bonds purchased at market discount will be treated as ordinary income for Federal tax purposes.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that

   

interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – Municipal Securities held by the Portfolio may be called (prepaid) before their maturity dates. This usually occurs as interest rates are declining. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. In addition, the Portfolio may lose price appreciation if a bond it holds is called earlier than scheduled.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Portfolio’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In

 

 

132


The Intermediate Term Municipal Bond II Portfolio (continued)

 

 

   

addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

   

Revenue Bonds Risk – Payments of interest and principal are made only from the revenues generated by a particular facility, class of facilities or the proceeds of a special tax, or other revenue source, and depends on the money earned by that source.

 

   

Private Activity Bonds Risk – Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment. The Portfolio’s investments may consist of private activity bonds that may subject certain shareholders to an alternative minimum tax.

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

133


The Intermediate Term Municipal Bond II Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Intermediate Term Municipal Bond II Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on July 13, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     2nd Qtr. 2011        3.26

Worst quarter:

     4th Qtr. 2016        -2.54

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
     Five
Year
     Since
July 13,
2010
 

The Intermediate Term Municipal Bond II Portfolio HC Strategic Shares

        

– Before Taxes

     1.25%        1.98%        2.37%  

– After Taxes on Distributions

     1.20%        1.94%        2.33%  

– After Taxes on Distributions and Sale of Portfolio Shares

     1.63%        2.00%        2.31%  

Bloomberg Barclays 5-Year General Obligation Municipal Bond Index (reflects no deduction for fees, expenses or taxes)

     1.79%        1.88%        2.27%  

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

134


The Intermediate Term Municipal Bond II Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Breckinridge Capital Advisors, Inc. (“Breckinridge”) and City of London Investment Management Company Limited (“CLIM”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Breckinridge: Peter Coffin and Matthew Buscone have co-managed the Portfolio since March, 2010. Ji Young Jung has co-managed the Portfolio since March 2013. Sara Chanda has co-managed the Portfolio since December, 2013. Jeffrey Glenn has co-managed the Portfolio since May 2015. Eric Haase has co-managed the Portfolio since May 2016. Khurram Gillani has co-managed the Portfolio since December 2016. Allyson Gerrish has co-managed the Portfolio since July 2018.

CLIM: James Millward, Michael Edmonds and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since June, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s dividend distributions are expected to be excludable from gross income for Federal income tax purposes. All or a portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Portfolio may also make distributions that are taxable to you as ordinary income or capital gains. Dividend distributions taxable as ordinary income can result, in part, because of the failure of a municipal security owned by the Portfolio to meet certain legal requirements or because of a change in law. Additionally, dividend distributions taxable as capital gains can result, in part, from the Portfolio’s sale of a municipal security owned by the Portfolio for more than its cost.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

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Summary of Other Important Information Regarding Portfolio Shares

 

Purchasing and Selling Your Shares

You may purchase HC Strategic Shares of the Portfolio only if you are an investor for whom Hirtle Callaghan & Co., LLC provides Chief Investment Officer services. HC Strategic Shares of the Portfolio are sold at their net asset value per share (“NAV”) next calculated after your purchase order is received by the Trust. You may redeem your shares in the Portfolio on any regular business day. Redemption requests for all or any portion of your account with the Trust, must be in writing and must be signed by the shareholder(s) named on the account or an authorized representative.

The Trust does not impose investment minimums or sales charges of any kind. In addition, if you purchase shares of the Trust through a program of services offered by a financial intermediary, you may incur advisory fees or custody expenses in addition to those expenses described in this Prospectus. Investors should contact such intermediary for information concerning what, if any, additional fees may be charged.

Payment to Broker-Dealers and Other Financial Institutions

If you purchase shares of the Portfolio through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Portfolio and its distributor may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary to recommend the Portfolio over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.

 

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The Value Equity Portfolio

The Portfolio is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability.

Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric is currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio is managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index. Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Value Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Value Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Value Index.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using four separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

 

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In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the U.S. Large Cap Value market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Institutional Value Equity Portfolio

The Portfolio is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability.

Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts and exchange-traded funds in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative

 

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instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in commercial paper.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric and PIMCO are currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio is managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:

  

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Value Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Value Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Value Index.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy” and a “Targeted Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

 

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The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The PIMCO Investment Selection Process:  

PIMCO employs an investment approach typically referred to as an enhanced-index strategy to attempt to outperform the S&P 500 Index (the “Index”), a widely used measure of the U.S. stock market. PIMCO generally invests in S&P 500 Index linked derivatives, such as futures contracts, which provide passive exposure to the return of the Index. It then fully collateralizes this exposure with an actively managed, short duration portfolio of fixed-income securities that offers the potential for excess returns relative to the Index. While most of the performance is driven by the passive stock exposure, PIMCO’s active management of the underlying bond collateral seeks to add incremental return above that of the Index.

 

The security and sector specific sources of the additional yield over money market rates in the portfolio will vary over time depending on PIMCO’s views of relative value in the fixed income market, although the yield premium from any given security will generally fall into one or more of four categories: liquidity premium, term premium, credit premium and volatility premium. Securities that have a modestly longer duration than the zero to three month term of the equity index futures contracts will generally provide incremental yield in the form of a term premium. In most market environments, PIMCO also attempts to capture both the credit yield premium provided by holding a portion of the fixed income portfolio in securities with some modest sensitivity to credit risk, like corporate bonds, and the volatility yield premium provided by holding high quality mortgage securities.

The PIMCO/Parametric Investment Selection Process:  

PIMCO, through sub-adviser, Parametric, currently manages assets for the Portfolio using the PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (the “RAFI US Multifactor Strategy”). The RAFI US Multifactor Strategy is a smart beta strategy that seeks to track the investment results of the RAFI Dynamic Multi-Factor U.S. Index and is designed to take time-varying exposures to five return factors: value, momentum, low volatility, quality and size. By diversifying and weighting across these factors through a combination of valuation and momentum metrics, the RAFI US Multifactor Strategy seeks to build the most attractive factor portfolios under the premise that that individual factors become cheap and expensive before ultimately ‘mean reverting’ (as do the prices of individual stocks, sectors and countries).

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Growth Equity Portfolio

The Portfolio is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings.

 

 

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Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

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Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Jennison and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index. Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Growth Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Growth Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Growth Index.

The Jennison Investment Selection Process:   

Jennison selects stocks on a company-by-company basis, driven by fundamental research. The bottom-up approach seeks to find companies that possess some or all of the following characteristics: above-average growth in units, revenues, cash flows, and earnings; a defendable competitive position; an enduring business franchise offering a differentiated product and/or service; as well as companies with a proven management team. It is also important for companies to have a robust balance sheet with a high or improving return on equity, return on assets or return on invested capital. Jennison will consider selling or reducing the weight of a position in the Portfolio if there is a change in a stock’s fundamentals that Jennison views as unfavorable; the stock reaches its full valuation; or a more attractive Portfolio candidate emerges.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using four separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

 

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In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

 

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

 

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the U.S. Large Cap Growth market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Institutional Growth Equity Portfolio

The Portfolio is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings.

Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Institutional Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts, swaps and exchange-traded funds in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in commercial paper.

 

 

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Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Jennison, Parametric and PIMCO are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Growth Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Growth Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Growth Index.

The Jennison Investment Selection Process:   

Jennison selects stocks on a company-by-company basis, driven by fundamental research. The bottom-up approach seeks to find companies that possess some or all of the following characteristics: above-average growth in units, revenues, cash flows, and earnings; a defendable competitive position; an enduring business franchise offering a differentiated product and/or service; as well as companies with a proven management team. It is also important for companies to have a robust balance sheet with a high or improving return on equity, return on assets or return on invested capital. Jennison will consider selling or reducing the weight of a position in the Portfolio if there is a change in a stock’s fundamentals that Jennison views as unfavorable; the stock reaches its full valuation; or a more attractive Portfolio candidate emerges.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the using three separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy” and a “Targeted Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does

 

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not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

 

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The PIMCO Investment Selection Process:  

PIMCO employs an investment approach typically referred to as an enhanced-index strategy to attempt to outperform the S&P 500 Index (the “Index”), a widely used measure of the U.S. stock market. PIMCO generally invests in S&P 500 Index linked derivatives, such as futures contracts, which provide passive exposure to the return of the Index. It then fully collateralizes this exposure with an actively managed, short duration portfolio of fixed-income securities that offers the potential for excess returns relative to the Index. While most of the performance is driven by the passive stock exposure, PIMCO’s active management of the underlying bond collateral seeks to add incremental return above that of the Index.

 

The security and sector specific sources of the additional yield over money market rates in the portfolio will vary over time depending on PIMCO’s views of relative value in the fixed income market, although the yield premium from any given security will generally fall into one or more of four categories: liquidity premium, term premium, credit premium and volatility premium. Securities that have a modestly longer duration than the zero to three month term of the equity index futures contracts will generally provide incremental yield in the form of a term premium. In most market environments, PIMCO also attempts to capture both the credit yield premium provided by holding a portion of the fixed income portfolio in securities with some modest sensitivity to credit risk, like corporate bonds, and the volatility yield premium provided by holding high quality mortgage securities.

The PIMCO/Parametric Investment Selection Process:  

PIMCO, through sub-adviser, Parametric, currently manages assets for the Portfolio using the PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (the “RAFI US Multifactor Strategy”). The RAFI US Multifactor Strategy is a smart beta strategy that seeks to track the investment results of the RAFI Dynamic Multi-Factor U.S. Index and is designed to take time-varying exposures to five return factors: value, momentum, low volatility, quality and size. By diversifying and weighting across these factors through a combination of valuation and momentum metrics, the RAFI US Multifactor Strategy seeks to build the most attractive factor portfolios under the premise that that individual factors become cheap and expensive before ultimately ‘mean reverting’ (as do the prices of individual stocks, sectors and countries).

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

 

145


The Small Capitalization-Mid Capitalization Equity Portfolio

The Portfolio is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. Consistent with this objective the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

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Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Frontier and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are is designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of the Russell® 3000 Index which consists of “small” and “mid” capitalization issuers. The particular segments of the Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell Indices are unmanaged, market cap-weighted indices, which are reviewed and reconstituted each year. Further information about the Russell Indices appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell® 3000 Index.

 

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The Frontier Investment Selection Process:   

Frontier seeks to identify companies with unrecognized earning potential. Factors that may be relevant in the process include earnings per share, growth and price appreciation. Frontier’s investment process combines fundamental research with a valuation model that screens for equity valuation, forecasts for earnings growth and unexpectedly high or low earnings. Generally, Frontier will consider selling a security if Frontier believes that earnings or growth potential initially identified by Frontier has been realized; the factors that underlie the original investment decision are no longer valid; or a more attractive situation is identified.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of a U.S. small- and mid-cap index which consists of “small” and “mid” capitalization issuers. The particular segments of the index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. small- and mid-cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the U.S. Small Cap market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

 

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At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

The Portfolio is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. Consistent with this objective the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Frontier and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

 

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More Information About Fund Investments and Risks (continued)

 

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of the Russell® 3000 Index which consists of “small” and “mid” capitalization issuers. The particular segments of the Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell Indices are unmanaged, market cap-weighted indices, which are reviewed and reconstituted each year. Further information about the Russell Indices appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell® 3000 Index.

The Frontier Investment Selection Process:   

Frontier seeks to identify companies with unrecognized earning potential. Factors that may be relevant in the process include earnings per share, growth and price appreciation. Frontier’s investment process combines fundamental research with a valuation model that screens for equity valuation, forecasts for earnings growth and unexpectedly high or low earnings. Generally, Frontier will consider selling a security if Frontier believes that earnings or growth potential initially identified by Frontier has been realized; the factors that underlie the original investment decision are no longer valid; or a more attractive situation is identified.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of a U.S. small- and mid-cap index which consists of “small” and “mid” capitalization issuers. The particular segments of the index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. small- and mid-cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

 

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At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Real Estate Securities Portfolio

The Real Estate Securities Portfolio invests primarily in equity and debt securities of real estate companies, including companies known as real estate investment trusts (REITs) and other real estate operating companies whose value is derived from ownership, development and management of underlying real estate properties. The Portfolio’s permissible investments include equity and equity-related securities of real estate-related companies, including common stock, preferred stock, convertible securities, warrants, options, depositary receipts and other similar equity equivalents. The Portfolio also may invest in equity and equity-related and fixed income securities, including debt securities, mortgage-backed securities, high yield debt, and private placements. The Portfolio may invest both in companies which are located in emerging markets countries.

Consistent with its investment style, the Portfolio’s Specialist Manager may use instruments such as option or futures contracts or exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric and Wellington Management are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus).

Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT. The particular segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Dow Jones US Select REIT Index is designed to provide a measure of real estate securities that serve as proxies for direct real estate investing, in part by excluding securities whose value is not always closely tied to the value of the underlying real estate. The Index is a market capitalization weighted index of publicly traded REITs and is comprised of companies whose charters are the equity ownership and operation of commercial real estate and which operate under the REIT Act of 1960. The FTSE EPRA/NAREIT Global Real Estate Index Series is designed to represent general trends in eligible listed real estate stocks worldwide. Relevant real estate activities are defined as the ownership, trading and development of income-producing real estate. Further information about the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT. The particular segments of these indices that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The Wellington Management Investment Selection Process:   

Wellington Management attempts to provide attractive long-term total return by investing in companies with activities primarily in, or related to, commercial real estate development, operation, and ownership. The investment approach seeks to add value through independent, bottom-up, fundamental research, security selection and top-down sector weightings.

 

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Individual company research begins by reviewing the quality, depth, and strategy of management. Wellington Management evaluates management’s ability to increase shareholder value and control risk and also seeks to identify companies with the following characteristics:

 

   

A disciplined investment strategy, coupled with a solid development and operating track record, and a clear understanding of their own cost of capital.

 

   

The ability to deliver high levels of same-unit rent growth and occupancy gains on a relative basis.

 

   

Strong and flexible balance sheets in terms of the ability to fund future acquisition growth and increase dividends.

 

   

Attractive relative valuations between the public and private markets in terms of (1) replacement cost and (2) earnings yield in the public market versus capitalization rates on private market transactions

 

    

  

Sector weights and geographic diversification are influenced by a top-down analysis of the real estate market. Top-down analysis is based on three broad components:

  

Macroeconomic trends. Relevant trends affecting the supply and demand for real estate, demographic trends, employment growth, and building permit changes are monitored. Wellington Management also incorporates its long-term interest rate forecasts that affect both the cost of capital for real estate companies and the relative attractiveness of high yield stocks.

  

Private real estate market trends. The real estate market is predominantly privately owned and therefore this sector exhibits many commodity-like characteristics. Accordingly, a thorough understanding of private market investment spreads, mortgage spreads, and capital flows is necessary to assess public market company net asset values.

  

Sector specific trends. Wellington Management identifies important trends in retail, non-bank financials, health care, and other sectors within the market to anticipate the impact of those dynamics on real estate companies.

  

Sell criteria. Wellington Management will consider selling a position when: a better opportunity exists on a risk-adjusted basis; price to net asset value is unattractive (subject to public/private market arbitrage), or security becomes fully priced on other valuation metrics (price to free cash flow growth plus dividend, IRR, dividend discount); management disappoints; fundamental trends of a company’s underlying assets are deteriorating; or company lacks further catalysts which will drive cash flow and/or NAV growth.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

 

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The Commodity Returns Strategy Portfolio

Commodities are assets that have tangible properties, such as oil, gas, energy, precious metals, industrial metals and agricultural products. Commodity-related industries include, but are not limited to: (a) those directly engaged in the production of commodities, such as minerals, metals, agricultural commodities, chemicals, pulp and paper, building materials, oil and gas, other energy or other natural resources; and (b) companies that use commodities extensively in their products or provide services to commodity-related industries.

The Portfolio intends to invest in commodity-linked derivative instruments, in particular structured notes and futures contracts. The Portfolio will typically seek to gain exposure to the commodities markets by making direct investments in commodity-linked notes and by investing a portion of its assets in the Subsidiaries. The Portfolio may also seek to replicate the performance of a commodity index or structured note by investing in futures contracts. Commodity-linked structured notes and other commodity-linked derivative instruments (other than futures contracts) are hybrid instruments excluded from regulation under the Commodity Exchange Act (the “Act”). From time to time, the Portfolio may invest in instruments that are regulated under the Act. A hybrid instrument is a derivative instrument. Its value is derived from, or linked to, the value of another instrument or asset. Hybrid instruments have a higher risk of volatility and loss of principal. The Subsidiaries may invest without limitation in commodity-linked derivative instruments, such as swaps, futures and options. The Subsidiaries may also invest in debt securities, some of which are intended to serve as margin or collateral for the Subsidiaries’ derivatives positions, and other investment vehicles that invest in commodities and commodity-related instruments.

The Portfolio will invest globally and may invest without limit in securities of non-U.S. issuers. The Portfolio may invest in securities of foreign issuers in foreign markets and in the form of American Depository Receipts (“ADRs”), European Depository Receipts (“EDRs”) and other depository receipts.

Under normal market conditions, the Portfolio will invest in the securities of companies domiciled primarily in developed countries, but the equity portion of the Portfolio may invest up to 50% of its net assets in securities of companies domiciled in emerging markets countries.

The Portfolio may invest up to 20% of its assets in preferred securities of companies in commodity-related industries. The Portfolio will not invest more than 20% of its net assets in preferred stock rated below investment grade or unrated securities of comparable quality. Securities of non-investment grade quality are regarded as having predominantly speculative characteristics with respect to the capacity of the issuer of the securities to pay interest and repay principal.

The Portfolio may also invest up to 15% of its net assets in illiquid securities.

Current net asset value per share for the Commodity Returns Strategy Portfolio can be obtained by calling 1-800-242-9596.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric, PIMCO, Vaughan Nelson and Wellington Management are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI ACWI Commodity Producers Index. The particular segments of the MSCI ACWI Commodity Producers Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI ACWI Commodity Producers Index is comprised of a global opportunity set of commodity producers in the energy, metal and agriculture sectors. Further information about the MSCI ACWI Commodity Producers Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI ACWI Commodity Producers Index.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI ACWI Natural Resources Index. The particular segments of the MSCI ACWI Natural Resources Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The MSCI ACWI Natural Resources Index is comprised of large publicly traded companies, based on market capitalization, in global natural resources and commodities businesses that meet certain investability requirements. Further information about the MSCI ACWI Natural Resources Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI ACWI Natural Resources Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the commodities market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

The PIMCO Investment Selection Process:   

The investment process for PIMCO’s commodity strategies involves two concurrent efforts: managing the commodities exposure and managing the collateral exposure.

  

PIMCO achieves commodity index exposure through total return index swaps and/or commodity futures. Swap trades are executed with multiple counterparties. Futures trades are executed with multiple brokers and cleared through the relevant commodity futures exchange. In either case, the implementation is managed in a way that seeks to minimize any potential impact on the swaps or futures markets as the positions are established.

 

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When commodity index exposure is obtained, PIMCO integrates a range of commodity alpha strategies around the core index exposure. In order to implement a range of active commodity strategies, PIMCO uses multiple approaches to analyze commodity markets and investment opportunities. These include bottom-up fundamental analysis based on supply-demand balance and inventory projections models; top-down macro analysis; flow analysis which helps assess producer and consumer flows and speculative positioning to identify structural mispricings; and an analysis of potentially recurring structural risk premiums. The resulting strategies are comprised of fundamentally-driven directional views, as well as relative value trades, which include:

  

•  Modified Roll Strategies – actively rolling various futures contracts on days outside of the index-specified roll dates;

 

•  Calendar/Seasonality Strategies – actively managing commodity futures exposure across the forward curve in an effort to capitalize on inventory pressures, seasonal risk premiums, and other factors influencing the shape of the curves;

 

•  Substitution Strategies – actively substituting highly correlated contracts or products for others in an effort to tactically exploit relative value distortions; and

 

•  Volatility Strategies – actively identifying pockets of structurally rich commodity volatility to sell, whether caused by physical hedgers, futures, speculators, or Wall Street dealers.

  

PIMCO’s approach is to implement multiple, concurrent alpha strategies where no single trade dominates exposure. PIMCO proactively adjusts exposures based on the current and changing attractiveness of expected returns relative to risk.

The Vaughan Nelson Investment Selection Process:   

In making investment decisions for the Portfolio, Vaughan Nelson employs bottom-up fundamental analysis and achieves flexibility in fixed income portfolio construction through duration/yield curve positioning and opportunistic trading efficiencies to produce a value-oriented portfolio of energy/commodity sector fixed income securities. Vaughan Nelson tries to emphasize capital preservation relative to other opportunities within its investment universe and, therefore, focuses on companies’ balance sheets, short-term liquidity and asset bases. The sell discipline is driven by a combination of factors, including the realization of the investment objective, new risks materializing, credit quality deterioration or a better relative value opportunity is uncovered.

The Wellington Management Investment Selection Process:   

Wellington Management currently manages assets for the Portfolio using two separate and distinct strategies.

  

With respect to the portion of the Portfolio invested in securities issued by companies in commodity-related industries (the “Commodity Related Securities” portion), Wellington Management invests primarily in equity and equity-related securities of companies worldwide that are expected to benefit from rising demand for natural resources and natural resource-based products and services. These investments fall within three major sectors: 1) energy, 2) metals and mining and 3) other natural resource-based industries such as agriculture.

  

Portfolio weights across these natural resources sectors are driven by bottom up stock selection. Wellington Management uses fundamental research to identify companies with attractive growth prospects and relative values. A large number of companies worldwide in the relevant sub-sectors are monitored and stocks are added or deleted from the Portfolio on the basis of relative attractiveness. Wellington Management uses a variety of tools such as income statement and balance sheet analysis, cash flow projections, and asset value calculations to analyze companies. Particularly in the oil and gas industry, specific accounting issues play an important role.

  

Natural resources companies often operate in countries that are different from the country in which their securities trade. The country allocation is primarily a result of the security selection; however, an important element of this analysis is the economic and political dynamics of each of these countries.

 

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Companies are typically sold from the Commodity Related Securities portion when they appreciate to the high-end of the team’s price range or as better opportunities become available. Names will also be sold as a result of fundamental shortfalls, including management’s inability to execute their stated strategy or a meaningful change in the strategy upon which Wellington Management had built its investment thesis.

  

The other strategy (the “Commodity Strategy”) employed by Wellington Management will be implemented primarily through one of the Subsidiaries. In the Commodity Strategy, Wellington Management invests in commodity-linked derivative instruments, such as swaps, futures and options, based on its initial research. Positions are rebalanced based on fundamental views, quantitative model results, seasonal factors, and each commodity’s historical price range. The investment universe is not constrained to the commodities held within the Commodity Related Securities strategy.

  

On the supply side, market structure and marginal supplier behavior influence short-term commodity prices. In the long-term, supply is driven by a producer’s outlook for a commodity. The outlook incorporates future price and cost projections, including capital expenditures required to replace machinery, add capacity, and explore for new reserves.

  

Through its analysis of supply and demand fundamentals, Wellington Management seeks to identify attractive investment opportunities in individual commodities.

  

The Commodity Strategy maintains diversified exposure to the four major commodity sectors (Energy, Industrial Metals, Precious Metals and Agriculture & Livestock). Wellington Management manages exposure to these sectors based on its top-down view of the attractiveness of each sector, which is influenced by the outlook for global economic growth, global inflation pressure, and major currency relationships, as well as its bottom-up view on the attractiveness of each sector and the roll yield prevailing in the sector.

  

While there is no formally defined buy and sell discipline within the Commodities Strategy, Wellington Management will tend to sell or underweight commodities as they near or reach the top of our price range, and buy or overweight commodities as they near or reach the bottom of our price range.

The ESG Growth Portfolio

The Portfolio seeks to achieve its total return objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization. The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

Under the supervision of the Adviser, environmental, social and governance criteria (“ESG Factors) will be integrated into the Portfolio’s security selection process through the application of non-financial criteria (“ESG Screens”). The ESG Screens used by the Portfolio are determined with the use of third party data and ESG rating agencies which take into account a company’s performance around environmental, social and corporate governance practices. These may include (but are not limited to) such themes as climate change, resource efficiency, labor standards, product and service safety, community engagement, board policies, and corporate structure. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Advisor’s opinion ESG Factors are not applicable or it is not possible to implement them. The ESG Screens will be applied by the Specialist Managers that manage the Portfolio under the direction of the Adviser. The ESG Screens used by each Specialist Manager may differ from one another.

 

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Specialist Managers. Currently, three Specialist Managers have been retained to provide day-to-day portfolio management services to the Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

Agincourt may invest in fixed income securities including but not limited to, government, corporate credit and asset backed securities, both investment grade and below investment grade, of varying maturities and durations, as well as non-US Dollar denominated bonds of non-US domiciled sovereign and corporate issuers, including issuers in emerging markets. Debt instruments such as structured notes and similar instruments including collateralized loan obligations and collateralized debt obligations may also be acquired.

The Mellon Investment Selection Process:   

Mellon has been retained to manage the Portfolio’s investment in equity securities. using a fundamentally-based, systematically implemented investment strategy designed to capture specific factors, industry characteristics and market characteristics within the equity markets and as identified by the Adviser.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

With respect to a portion of the investment process, the Adviser determines what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in a Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser may seek to implement exposure to that asset with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure, as part of its “Targeted Strategy” described below, relying on its trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

The Catholic SRI Growth Portfolio

The Portfolio seeks to achieve its objective subject to emphasizing socially responsible investments, by investing primarily in equity securities while retaining the flexibility to invest in fixed income securities. In addition to equity and fixed income securities, the Portfolio may invest in other instruments, including, but not limited to, derivatives. The Portfolio is permitted to

 

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invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization. The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents. The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Additionally, in seeking to achieve its objective, the Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards.

With respect to the Portfolio’s socially responsible investments, under the supervision of the Adviser, the Portfolio integrates a range of social and moral concerns into its security selection process. These issues may include protecting human life; promoting human dignity; reducing arms production; pursuing economic justice; protecting the environment, and encouraging corporate responsibility. This will be accomplished with reference to the principles contained in the United States Conference of Catholic Bishops’ (“USCCB”) Socially Responsible Investing Guidelines (“Social Guidelines”). Potential investments for the Portfolio are selected for financial soundness and evaluated according to the Portfolio’s social criteria. With respect to the Adviser’s part of the investment process, the Adviser determines what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser may seek to implement exposure to that asset with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure, as part of its “Targeted Strategy” described below, relying on its trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

Specialist Managers. Currently, three Specialist Managers have been retained to provide day-to-day portfolio management services to the Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

Agincourt may invest in fixed income securities including but not limited to, government, corporate credit and asset backed securities, both investment grade and below investment grade, of varying maturities and durations, as well as non-US Dollar denominated bonds of non-US domiciled sovereign and corporate issuers, including issuers in emerging markets. Debt instruments such as structured notes and similar instruments including collateralized loan obligations and collateralized debt obligations may also be acquired

The Mellon Investment Selection Process:   

Mellon has been retained to manage the Portfolio’s investment in equity securities. using a fundamentally-based, systematically implemented investment strategy designed to capture specific factors, industry characteristics and market characteristics within the equity markets and as identified by the Adviser.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

 

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In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The International Equity Portfolio

The Portfolio is designed to invest in the equity securities of non-U.S. issuers. Although the Portfolio may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”). Currently, these markets are Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Consistent with its objective, the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. The Portfolio may engage in transactions involving “derivative instruments” – forward foreign currency exchange contracts, currency swaps or option or futures contracts – in order to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated or to achieve market exposure pending investment. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in high-quality short-term debt instruments (including repurchase agreements) denominated in U.S. or foreign currencies for temporary purposes. Up to 10% of the total assets of the Portfolio may be invested in securities of companies located in emerging market countries.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Artisan Partners, Causeway, CLIM and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio may be managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Artisan Partners Investment Selection Process:   

In selecting investments for the Portfolio, Artisan Partners employs a fundamental stock selection process focused on identifying long-term growth opportunities to build a portfolio of non-U.S. growth companies of all market capitalizations. Artisan Partners seeks to invest in companies within its preferred themes with sustainable growth characteristics at attractive valuations that do not fully reflect their long-term potential.

  

•  Themes. Artisan Partners identifies long-term secular growth trends with the objective of investing in companies that have meaningful exposure to these trends. Artisan Partners’ fundamental analysis focuses on those industry leaders with attractive growth and valuation characteristics that will be long-term beneficiaries of any structural change and/or trend.

 

 

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•  Sustainable Growth. Artisan Partners applies a fundamental approach to identifying the long-term, sustainable growth characteristics of potential investments. Artisan Partners seeks high quality companies that typically have a sustainable competitive advantage, a superior business model and a high-quality management team.

 

•  Valuation. Artisan Partners uses multiple valuation metrics to establish a target price range. Artisan Partners assesses the relationship between its estimate of a company’s sustainable growth prospects and its current valuation. The Portfolio may sell a security when Artisan Partners thinks the security is approaching full valuation, changing circumstances affect the original reasons for its purchase, the company exhibits deteriorating fundamentals, or more attractive opportunities are identified.

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Further information about the MSCI EAFE Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Causeway Investment Selection Process:   

Causeway follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, Causeway then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. Causeway also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that Causeway buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound. Causeway considers whether a company has each of the following value characteristics when purchasing or selling securities in this strategy:

  

•  low price-to earnings ratio relative to the sector,

 

•  high yield relative to the market,

 

•  low price-to-book value ratio relative to the market,

 

•  low price-to-cash flow ratio relative to the market, and

 

•  financial strength.

  

Generally, price-to-earnings ratio and yield are the most important factors.

 

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The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

  

•  The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

 

•  The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

 

•  The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

 

•  Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the international equity market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the

 

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Adviser seeks to implement the exposure with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

The Institutional International Equity Portfolio

The Portfolio is designed to invest in the equity securities of non-U.S. issuers. Although the Portfolio may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”). Currently, these markets are Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Consistent with its objective, the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. The Portfolio may engage in transactions involving “derivative instruments” – forward foreign currency exchange contracts, currency swaps or option or futures contracts – in order to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated or to achieve market exposure pending investment. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in high-quality, short-term debt instruments (including repurchase agreements) denominated in U.S. or foreign currencies for temporary purposes. Up to 10% of the total assets of the Portfolio may be invested in securities of companies located in emerging market countries.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Artisan Partners, Causeway, CLIM, Lazard and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio may be managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Artisan Partners Investment Selection Process:   

In selecting investments for the Portfolio, Artisan Partners employs a fundamental stock selection process focused on identifying long-term growth opportunities to build a portfolio of non-U.S. growth companies of all market capitalizations. Artisan Partners seeks to invest in companies within its preferred themes with sustainable growth characteristics at attractive valuations that do not fully reflect their long-term potential.

  

•  Themes. Artisan Partners identifies long-term secular growth trends with the objective of investing in companies that have meaningful exposure to these trends. Artisan Partners’ fundamental analysis focuses on those industry leaders with attractive growth and valuation characteristics that will be long-term beneficiaries of any structural change and/or trend.

  

•  Sustainable Growth. Artisan Partners applies a fundamental approach to identifying the long-term, sustainable growth characteristics of potential investments. Artisan Partners seeks high -quality companies that typically have a sustainable competitive advantage, a superior business model and a high-quality management team.

    

  

•  Valuation. Artisan Partners uses multiple valuation metrics to establish a target price range. Artisan Partners assesses the relationship between its estimate of a company’s sustainable growth prospects and its current valuation. The Portfolio may sell a security when Artisan Partners thinks the security is approaching full valuation, changing circumstances affect the original reasons for its purchase, the company exhibits deteriorating fundamentals, or more attractive opportunities are identified.

 

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The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Further information about the MSCI EAFE Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Causeway Investment Selection Process:   

Causeway follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, Causeway uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, Causeway then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. Causeway also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that Causeway buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound. Causeway considers whether a company has each of the following value characteristics when purchasing or selling securities in this strategy:

  

•  low price-to earnings ratio relative to the sector,

  

•  high yield relative to the market,

  

•  low price-to-book value ratio relative to the market,

  

•  low price-to-cash flow ratio relative to the market, and

  

•  financial strength.

  

Generally, price-to-earnings ratio and yield are the most important factors.

The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

  

•  The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

  

•  The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

  

•  The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

  

•  Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

 

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CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Lazard Investment Selection Process:   

Portfolio management is done through a “bottom-up” stock selection process utilizing a series of proprietary measures to identify the most attractive stocks in each industry. Specific measures are customized by industry and designed to capture those that the manager believes most significantly influence the price performance of that industry. Mispricings within industries are identified by looking at relative measures including Price/Book, Free Cash Flow/Price, Return on Equity for each company. Future growth is evaluated by examining trends in sales and earnings, R&D expense, operating margins, cash flow growth and other measures. Market sentiment is gauged through stock price strength and sell side analyst projections. Finally, sustainable quality is gauged by measuring the strength of a company’s earnings and its internal ability to grow its business. Stock selection within different industries is influenced by different specific factors.

  

Every stock in the strategy’s universe is ranked on a daily basis and an expected return for the stock is developed. Trades are made when one stock’s expected return net of transaction costs is sufficiently greater than an existing holding to warrant the trade. Portfolios are reviewed daily but trading typically is done on a bi-monthly basis unless unusual circumstances exist.

  

In construction and monitoring of the portfolio, the team pays careful attention to the risk exposures. The management team strives to avoid macro-economic bets and unintended exposures to capitalization, systematic risk (Beta) and dividend yield. The team makes sure that the portfolio is well diversified by industry, sector and region roughly in proportion to the benchmark.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the

 

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intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

The Emerging Markets Portfolio

The Portfolio will diversify investments across several countries (typically at least 10) in order to reduce the volatility associated with specific markets. The number of countries in which the Portfolio invests will vary and may increase over time as the stock markets in other countries evolve. Typically 80% of the Portfolio’s net assets will be invested in equity securities, equity swaps, structured equity notes, equity linked notes and depositary receipts concentrated in emerging market countries.

The Portfolio may invest in common and preferred equity securities, publicly traded in the United States or in foreign countries in developed or emerging markets, including initial public offerings. As collateral for derivative securities, the Portfolio may also invest in fixed income securities rated investment grade or better issued by U.S. companies. The Portfolio’s equity securities may be denominated in foreign currencies and may be held outside the United States. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, the Portfolio may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.

The Portfolio invests primarily in the MSCI EM Index countries. As the MSCI EM Index introduces new emerging market countries, the Portfolio may include those countries among the countries in which it may invest.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. CLIM, Parametric and RBC GAM are currently responsible for implementing the active component of the Portfolio’s investment strategy. Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) also manage a portion of the Portfolio that may be managed using a “passive” or “index” investment approach designed to replicate the composition of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EM Index. The particular segments of the MSCI EM Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI EM Index is an unmanaged free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. Further information about the MSCI EM Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI EM Index.

 

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The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

  

•  The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

  

•  The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

  

•  The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

  

•  Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Mellon Investment Selection Process   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EM Index. The particular segments of the MSCI EM Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the MSCI EM Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the emerging markets segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

 

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The RBC GAM Investment Selection Process:   

The RBC GAM Emerging Markets Equity team believes that companies with a sustainably high cash flow return on investment (CFROI®) produce superior returns and seeks to identify and invest in such companies. There are three components RBC GAM looks for when selecting securities for this strategy: 1) Strong management; 2) Quality franchises; and 3) Sustainability. The strategy emphasizes quality and long-term growth at a reasonable price, combining a fundamental bottom-up approach to stock selection with a top-down macroeconomic overlay driven by long-term secular themes. RBC GAM generally sells stocks under the following circumstances: 1) The investment case has changed; 2) The valuation has increased to a level that supports realization of the profit; or 3) A better stock has been found.

 

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At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Core Fixed Income Portfolio

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in fixed income securities. The Portfolio, under normal circumstances, invests predominantly in fixed income securities that, at the time of purchase, are rated in one of four highest rating categories assigned by one of the major independent rating agencies (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or are, in the view of the Specialist Manager, deemed to be of comparable quality. From time to time, a substantial portion of the Portfolio, a diversified investment company, may be invested in any of the following: (1) investment grade mortgage-backed or asset-backed securities; (2) securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies; (3) investment grade fixed income securities issued by U.S. corporations; or (4) municipal bonds (i.e., debt securities issued by municipalities and related entities). Under normal conditions, the Portfolio may invest up to 20% of its assets in high yield securities (“junk bonds”) as well as cash or money market instruments in order to maintain liquidity, or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Aggregate Bond Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Aggregate Bond Index as of June 30, 2019 was [12.9] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes. The Portfolio may also invest in commercial paper.

Specialist Managers. Agincourt and Mellon currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

In making investment decisions for the Portfolio, Agincourt focuses its yield-driven, active management style using three strategies: sector management, security selection and yield-curve/duration management. The corporate sector allocation strategy uses a risk budgeting process to allocate across corporate sectors based on relative value. Security selection is based on qualitative factors (such as industry position, quality of management, and ratings agency trends) and quantitative factors (such as ratio analysis and security valuation analytics). Yield-curve/duration

 

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management is based on scenario analysis to test various yield curve structures and arranging the portfolio in a given duration, typically a shorter-than-market duration with modest adjustments. The sell discipline is fully integrated with the buy decision; as cheaper sectors/bonds become available, bonds are typically sold.

The Mellon Investment

Selection Process:

  

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index or the components thereof. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the index.

The Fixed Income Opportunity Portfolio

A principal investment strategy of the Portfolio is to invest in high yield securities including “junk bonds.” Under normal circumstances, at least 50% of the Portfolio’s assets will be invested in junk bonds. These securities are fixed income securities that are rated below the fourth highest category assigned by one of the major independent rating agencies or are, in the view of the applicable Specialist Manager, deemed to be of comparable quality. Junk bonds are considered speculative securities and are subject to the risks noted above and more fully discussed later in this Prospectus and in the Trust’s Statement of Additional Information. The Portfolio does not generally purchase “distressed” securities. The Portfolio may also acquire other fixed income securities, as indicated in the table of permissible investments set forth in the Statement of Additional Information. Such securities may include: commercial paper, collateralized loan obligations (CLOs), collateralized bond obligations (CBOs) and collateralized debt obligations (CDOs) (CDO investments are expected to be limited to less than 15% of the Portfolio), agency and non-agency mortgage-backed securities, collateralized mortgage obligations, commercial mortgage-backed securities and asset-backed securities, REITs, foreign fixed income securities, convertible bonds, preferred stocks, treasury inflation bonds, loan participations, swaps and fixed and floating rate loans.

The Portfolio may also invest in U.S. government securities, including but not limited to Treasuries, Agencies and Commercial Paper. Subject to the requirements under the Investment Company Act of 1940 (the “Investment Company Act”), the Portfolio may also hold shares of other investment companies, including investment companies that invest in high yield securities and floating rate debt securities. The Portfolio may hold a portion of its assets in cash or money market instruments in order to maintain liquidity or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase.

Consistent with its investment policies, the Portfolio may purchase and sell high yield securities. Purchases and sales of securities may be effected without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but, under normal circumstances, the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, which range, as of June 30, 2019, was between [1 and 13] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment.

The performance benchmark for this Portfolio is the Credit Suisse High Yield Index (“CS High Yield Index”), an unmanaged index of high yield securities that is widely recognized as an indicator of the performance of such securities. The Specialist Manager actively manages the interest rate risk of the Portfolio relative to this benchmark.

Specialist Managers. CLIM, Fort Washington, Mellon, Parametric and Western Asset currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

  

•  The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

  

•  The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

  

•  The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

  

•  Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Fort Washington Investment Selection Process:   

Fort Washington combines a top down, risk control approach with a bottom up credit analysis approach. The first three steps of the process are iterative, top down steps that help reduce downside risk while improving the risk return tradeoff of the portfolio. Fort Washington then narrows the universe to a smaller subset that it believes has the most appropriate upside-downside trade-off. To this smaller universe of securities, Fort Washington applies an analysis that focuses on a variety of critical credit variables.

  

With respect to the top down process, the High Yield team screens the universe from a top-down perspective by focusing on those industries that are more stable and predictable while avoiding industries characterized by excessive volatility and cyclicality. Preference is given to industries with rational competition and profiles suitable for leverage. With respect to the bottom up process, once a new credit opportunity that meets the strategy’s initial quality and risk/reward screening criteria is identified, its viability is assessed before moving on to in-depth research on the credit. An issuer which passes this initial screen is then subjected to a bottom-up credit selection process. Ft. Washington employs individual security credit analysis as well as relative value analysis for the credit’s sector and the high yield market.

  

The team exits positions that they feel have developed considerable downside risk. Positions are monitored for any adverse credit development which may trigger the sale or reassessment of the security. These developments are typically caused by a change in the economic outlook, a change in the credit’s outlook, or a negative or questionable change in the company’s management. Other factors that initiate a review and potential sale of a security include: a drop in the price of a security of 10 points versus the market, a decline in company fundamentals or an abrupt change in company management.

 

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The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to obtain the desired exposure efficiently. Our process is designed to provide customizable, consistent, and intelligent beta, utilizing a structural and fundamental approach to reduce unwanted risks and/or exposures. The decision making process is primarily driven by the outputs of our models, which the investment team uses to identify the optimal term structure and sector allocation while managing risk and generating consistent performance. The portfolio managers ultimately make buy and sell decisions in reference to the model recommendations, and their decision must be approved by a senior member of the team.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The Western Asset Investment Selection Process:   

Western Asset’s structured product philosophy combines a traditional fundamental value orientation with bottom-up credit research. Western Asset believes inefficiencies exist in the structured product market and attempts to add incremental value by exploiting these inefficiencies across all eligible market sectors. Western Asset believes RMBS and CMBS still trade at wider spreads compared to similar risk assets due to structural and collateral complexities, limited eligible investors, less liquidity than perceived higher quality assets, and lingering higher risk premiums left over from the 2008 financial market crisis.

  

The strategic goal at Western Asset is to add value to the portfolio while adhering to a disciplined risk control process by combining traditional analysis with proprietary technology applied to all sectors of the market. The key areas of focus are:

  

•  Sector & Sub-Sector Allocation

  

•  Issue Selection

  

•  Duration/Term Structure

  

Sector & Sub-Sector Allocation – Western Asset rotates among and within sectors of the bond market, preferring non-government sectors because they typically offer higher relative yields and have tended to outperform the broad markets over long market cycles. Western Asset studies historical yield spreads, identifies the fundamental factors that influence yield spread relationships, and relates these findings to the Firm’s projections to determine attractive alternatives.

  

Issue Selection – Issue selection is a bottom-up process to determine mispriced or undervalued securities. Western Asset engages in an ongoing assessment of changing credit characteristics. Also assessed are newly issued securities. Western Asset uses these analyses, to select issues opportunistically.

 

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Term Structure – Western Asset closely monitors shifts in the yield curve, for the relationship between short, intermediate and long maturity securities is essential to constructing a long-term investment horizon. Western Asset determines the implications of the yield curve’s shape, along with projections of Fed policy and market expectations, to formulate a yield curve strategy.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its

 

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professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The U.S. Government Fixed Income Securities Portfolio

The Portfolio’s principal investment strategy is to invest at least 80% of its net assets in fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may also invest in derivative instruments, including fixed income futures contracts, fixed income options, interest rate swaps, total return swaps and credit default swaps. Such investments may be made to: invest in an asset class with greater efficiency and lower cost; add value when such instruments are attractively priced; adjust sensitivity to changes in interest rates; or adjust the overall credit risk of the Portfolio. Losses (or gains) involving futures contracts can sometimes be substantial. The Portfolio may also invest in commercial paper.

Specialist Manager. Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the Bloomberg Barclays US Government Index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the government sector. Buy and sell decisions are based primarily on portfolio characteristic misweights. When purchasing securities, portfolio managers select a bond that is perceived to be relatively less expensive compared to similar issues. When selling securities, portfolio managers select an issue that is perceived to be relatively overpriced. Other analytics and the expertise and judgment of the investment professionals are incorporated into the process.

The Inflation Protected Securities Portfolio

The Portfolio is designed to provide an income yield that exceeds inflation over the long-term. In periods of extreme deflation, however, the Portfolio may have no income to distribute.

Up to 20% of the total assets of the Portfolio may be invested in income-producing securities other than inflation-indexed securities, such as corporate debt obligations, U.S. government and agency bonds, short-term fixed income investments, commercial paper and mortgage dollar rolls. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts or exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests.

Specialist Manager. Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Mellon Investment Selection Process:   

Mellon employs a disciplined approach that seeks to gain exposure to the Barclays Inflation-Linked Indices either through full replication or stratified sampling. The stratified sampling approach begins by identifying and isolating the major components (and in the case of international inflation-linked bonds also countries and currencies) and assessing the key characteristics of an index. After analyzing these factors Mellon then invests in securities designed to gain exposure to these different components, and that have characteristics that are similar to those that are found in the index. In this process, Mellon employs a top-down stratified sampling methodology to replicate the overall index characteristics in a risk-controlled manner that focuses on issue specific risk and liquidity in order to efficiently and cost effectively gain exposure to inflation protected securities.

The U.S. Corporate Fixed Income Securities Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in fixed income securities issued by U.S. corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. In general, the Portfolio invests predominantly in investment grade fixed income securities and will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Corporate Index. The Portfolio may also invest in Treasury obligations, including TIPS, agency debt, sovereign debt and other corporate obligations, including Yankee Bonds, 144A securities, commercial paper, preferred stock and trust preferred/capital notes.

Specialist Managers. Agincourt and Mellon currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

In making investment decisions for the Portfolio, Agincourt focuses its yield-driven, active management style using three strategies: sector management, security selection and yield-curve/duration management. The corporate sector allocation strategy uses a risk budgeting process to allocate across corporate sectors based on relative value. Security selection is based on qualitative factors (such as industry position, quality of management, and ratings agency trends) and quantitative factors (such as ratio analysis and security valuation analytics). Yield-curve/duration management is based on scenario analysis to test various yield curve structures and arranging the portfolio in a given duration, typically a shorter-than-market duration with modest adjustments. The sell discipline is fully integrated with the buy decision; as cheaper sectors/bonds become available, bonds are typically sold.

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to obtain the desired exposure efficiently. Our process is designed to provide customizable, consistent, and intelligent beta, utilizing a structural and fundamental approach to reduce unwanted risks and/or exposures. The decision making process is primarily driven by the outputs of our models, which the investment team uses to identify the optimal term structure and sector allocation while managing risk and generating consistent performance. The portfolio managers ultimately make buy and sell decisions in reference to the model recommendations, and their decision must be approved by a senior member of the team.

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

The Portfolio invests at least 80% of its net assets in a portfolio of publicly issued, U.S. mortgage and asset backed securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may use futures, options and/or swaps in order to manage duration, yield curve and sector risk, or as a substitute for cash securities. The Portfolio may also purchase private placement or Rule 144A securities. Up to 5% of the Portfolio’s assets may be held in securities which were rated as investment-grade when purchased, but have since been downgraded. The Portfolio may purchase securities on a when-issued basis or for forward delivery and may enter into repurchase agreements. The Portfolio may also invest in commercial paper.

 

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Specialist Manager. Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the Bloomberg Barclays US Securitized Index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the securitized sector. Buy and sell decisions are based primarily on portfolio characteristic misweights. When purchasing securities, portfolio managers select a bond that is perceived to be relatively less expensive compared to similar issues. When selling securities, portfolio managers select an issue that is perceived to be relatively overpriced. Other analytics and the expertise and judgment of the investment professionals are incorporated into the process.

The Short-Term Municipal Bond Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in municipal bonds. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax so that they will qualify to pay “exempt-interest dividends” (“Municipal Securities”). The Portfolio intends to maintain a dollar-weighted effective average portfolio maturity of no longer than three years. The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. The Portfolio does not currently intend to invest in obligations, the interest on which is a preference item for purposes of the Federal alternative minimum tax. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in municipal bonds. Tax-Exempt Securities may be purchased at significant discounts or premiums to par (face value). Any gains at sale or maturity of Tax-Exempt Securities may be subject to either capital gains or ordinary income taxes. The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. In order to maintain liquidity, the Portfolio is authorized to invest up to 20% of its total assets in taxable instruments.

Specialist Manager. Breckinridge Capital Advisors, Inc. (“Breckinridge”) currently serves as Specialist Manager for The Short-Term Municipal Bond Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Breckinridge Investment Selection Process:   

In selecting securities for investment by the Portfolio, Breckinridge generally uses a bottom-up approach that seeks to invest in securities having credit quality and structural characteristics consistent with the investment objectives of providing current income and capital preservation. Investment opportunities are first identified based on fundamental analysis of the municipal issuer’s credit quality followed by a quantitative analysis of a security’s structure (call features, coupon, sinking fund, etc.) and an assessment of its risk-adjusted return relative to other tax-exempt offerings and returns available in the taxable fixed-income markets. In the event any security held by the Portfolio is downgraded below the Portfolio’s authorized rating categories, Breckinridge will review the security and determine whether to retain or dispose of that security.

The Intermediate Term Municipal Bond Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy of the Portfolio and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on

 

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which is exempt from Federal income tax so that they will qualify to pay “exempt-interest dividends” (“Municipal Securities”). Municipal Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays 3-15 Year Blend Municipal Bond Index, currently 2 to 20 years. Municipal Securities acquired for the Portfolio will generally be rated in one of the three highest rating categories assigned by one of the major independent rating agencies (“A” or higher by Moodys, or Standard & Poor’s), or are, in the view of the Specialist Manager, deemed to be of comparable quality. The Portfolio is, however, authorized to invest up to 15% of its assets in Municipal Securities that are rated in the fourth highest category and up to 10% of its assets in high yield securities (“junk bonds”). Fixed income securities rated in the fourth highest rating category by a rating agency may have speculative characteristics. The Portfolio is also authorized to invest in securities issued by other investment companies, such as ETFs and closed-end funds, that invest in Municipal Securities. Also, the Portfolio is authorized to invest up to 20% of its net assets in taxable instruments.

Specialist Managers. CLIM and Mellon currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The CLIM Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, CLIM invests primarily in closed-end funds (CEFs), and secondarily in open-end funds and exchange traded funds, that invest in fixed income securities issued by U.S. municipalities (“Third Party Funds”). CLIM focuses investments in CEFs based on analysis of inefficient pricing and enhanced yields inherent in the CEF universe. CLIM uses various factors in selecting investments for purchase including the following:

  

i.   the level, sustainability and tax characterization of the distribution stream available from the Third Party Fund;

  

ii.  the track record of the manager of the Third Party Fund;

  

iii.   the historical mean-reverting tendency of the Third Party Fund’s discount to net asset value, as well as the absolute discount at which the security trades;

  

iv.   the existence of potential catalysts for discount reduction or elimination, including corporate restructuring or other liquidity events;

  

v.  the discount risk associated with the Third Party Fund;

  

vi.   the market risk associated with the investment, including market capitalization and liquidity;

  

vii.  structural factors, including leverage; and

  

viii.  the corporate governance record of the management of the Third Party Fund.

  

CLIM generally sells positions either to adjust Third Party Fund allocations or because a superior investment opportunity has been identified.

The Mellon Investment Selection Process:   

The Mellon investment process focuses on sector analysis and security selection rather than interest rate forecasting. Based on proprietary research, Mellon seeks to identify lower volatility investments that offer excess incremental yield. Mellon will consider eliminating positions when sell targets are reached, when fundamental conditions change significantly, or when a bond’s price falls below a certain level relative to its peer group.

 

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The Intermediate Term Municipal Bond II Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of net assets) in municipal bonds. The policy stated in the foregoing sentence is a fundamental policy of the Portfolio and may not be changed without shareholder approval. Municipal bonds are debt securities issued by municipalities and related entities, the interest on which is exempt from Federal income tax, and include general obligation bonds and notes, revenue bonds and notes (including

 

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industrial revenue bonds and municipal lease obligations), as well as participation interests relating to such securities and are referred to as “ Municipal Securities.” The Portfolio invests primarily in securities that are rated in one of the top four rating categories of a nationally recognized statistical rating organization (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or, if unrated, that are determined by the Specialist Manager to be of comparable quality. Municipal Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays 3-15 Year Blend Municipal Bond Index, currently 2 to 10 years. The Portfolio is also authorized to invest in securities issued by other investment companies, such as ETFs and closed-end funds, that invest in Municipal Securities.

Specialist Managers. Breckinridge and CLIM currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Breckinridge Investment Selection Process:   

In selecting securities for investment by the Portfolio, Breckinridge generally uses a bottom-up approach that seeks to invest in securities having credit quality and structural characteristics consistent with the investment objectives of providing current income and capital preservation. Investment opportunities are first identified based on fundamental analysis of the municipal issuer’s credit quality followed by a quantitative analysis of a security’s structure (call features, coupon, sinking fund, etc.) and an assessment of its risk-adjusted return relative to other tax-exempt offerings and returns available in the taxable fixed-income markets. In the event any security held by the Portfolio is downgraded below the Portfolio’s authorized rating categories, Breckinridge will review the security and determine whether to retain or dispose of that security.

The CLIM Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, CLIM invests primarily in closed-end funds (CEFs), and secondarily in open-end funds and exchange traded funds, that invest in fixed income securities issued by U.S. municipalities (“Third Party Funds”). CLIM focuses investments in CEFs based on analysis of inefficient pricing and enhanced yields inherent in the CEF universe. CLIM uses various factors in selecting investments for purchase including the following:

  

i.   the level, sustainability and tax characterization of the distribution stream available from the Third Party Fund;

  

ii.  the track record of the manager of the Third Party Fund;

  

iii.   the historical mean-reverting tendency of the Third Party Fund’s discount to net asset value, as well as the absolute discount at which the security trades;

  

iv.   the existence of potential catalysts for discount reduction or elimination, including corporate restructuring or other liquidity events;

  

v.  the discount risk associated with the Third Party Fund;

  

vi.   the market risk associated with the investment, including market capitalization and liquidity;

  

vii.  structural factors, including leverage; and

  

viii.  the corporate governance record of the management of the Third Party Fund.

  

CLIM generally sells positions either to adjust Third Party Fund allocations or because a superior investment opportunity has been identified.

Investment Risks and Strategies

The following is a summary of the types of investments that the Trust’s Portfolios may make and some of the risks associated with such investments. A more extensive discussion, including a description of the Trust’s policies and procedures with respect to disclosure of each Portfolio’s securities, appears in the Statement of Additional Information.

 

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About Benchmarks and Index Investing. The benchmarks for The Value Equity and The Institutional Value Equity Portfolios, The Growth Equity and The Institutional Growth Equity Portfolios, and The Small Capitalization-Mid Capitalization Equity and The Institutional Small Capitalization-Mid Capitalization Equity Portfolios are the Russell 1000® Value Index, the Russell 1000® Growth Index and the Russell 2000® Index (or substyle indices), respectively. These indexes are among those indexes produced by Russell Investments (“Russell”) and, like many of the indexes in this group, are based on the Russell 3000® Index. The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies (in terms of market capitalization) and represents approximately 98% of the investable U.S. equity market. The Russell indexes are unmanaged and market cap weighted. During the second quarter of each year, Russell’s U.S. indexes are adjusted to reflect current stock market capitalizations as of May 31 of that year. This annual “reconstitution” re-ranks each company, establishing the year’s new index membership. The newly adjusted index membership takes effect at the market close on the fourth Friday in June, and remains in place until the following year’s reconstitution process. The Russell indexes referenced above include common stocks issued by companies domiciled in the United States or its territories as well as non-U.S. domiciled companies.

The Russell 1000® Index measures the performance of the 1,000 largest companies in the Russell 3000® Index, and represents approximately 92% of the total market capitalization of the Russell 3000® Index. The Russell 1000® Growth Index is designed to measure the performance of those companies included in the Russell 1000® Index that have relatively higher price-to-book ratios and higher forecasted growth values. The Russell 1000® Value Index is designed to measure the performance of those companies included in the Russell 1000® Index that have relatively lower price-to-book ratios and lower forecasted growth values. The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, and represents approximately 10% of the total market capitalization of the Russell 3000® Index. The Russell 2000® Value Index is designed to measure the performance of those companies included in the Russell 2000® Index that have relatively lower price-to-book ratios and lower forecasted growth values. The Russell 2000® Growth Index is designed to measure the performance of those companies included in the Russell 2000® Index that have relatively higher price-to-book ratios and higher forecasted growth values.

The “Small” and “Medium” companies in the Russell 3000® Index represent approximately 35.8% of the total market capitalization of the Russell 3000® Index.

The benchmark for The International Equity and The Institutional International Equity Portfolios is the Morgan Stanley Capital International Europe, Australasia, Far East Index (“MSCI EAFE Index”) and the benchmark for The Emerging Markets Portfolios is the Morgan Stanley Capital International Emerging Markets Index (“MSCI EM Index”). The MSCI EAFE Index (Europe, Australasia, Far East) is an unmanaged free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. As of June 2019, the MSCI EAFE Index consisted of the following [21] developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The MSCI EM Index is an unmanaged free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of June 2019, the MSCI EM Index consisted of the following [24] emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The benchmark for each of the ESG Growth and Catholic SRI Growth Portfolios is the MSCI World Index (the “World Index”). This Index is an unmanaged index that is designed to capture large and mid cap companies across 23 developed market countries. As of July 31, 2019, the Index covered approximately [85]% of the free float-adjusted market capitalization in each of the following countries: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The MSCI World ESG Index (the “ESG Index”) is a capitalization weighted index that provides exposure to companies with high environmental, social and governance performance relative to their sector peers. Like the World Index, the ESG Index consists of large and mid cap companies in 23 developed markets countries. The World Index and the ESG Index may be used, among other factors, by the Adviser and the Board of Trustees as one standard against which to assess the performance of the ESG Growth and Catholic SRI Growth Portfolios’ Specialist Managers and each Portfolio as a whole.

The benchmark for The Real Estate Securities Portfolio is the Dow Jones US Select REIT Index. The Dow Jones US Select REIT Index (“REIT Index”) is designed to provide a measure of real estate securities that serve as proxies for direct real estate investing, in part by excluding securities whose value is not always closely tied to the value of the underlying real estate. The Index is a market capitalization weighted index of publicly traded real estate investment trusts (“REITs”) and is comprised of companies whose charters are the equity ownership and operation of commercial real estate and which operate under the REIT Act of 1960.

 

 

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The benchmark for The Commodity Returns Strategy Portfolio is the Bloomberg Commodity Index Total Return. The Bloomberg Commodity Index Total Return is an unmanaged index composed of futures contracts on 20 physical commodities. The index is designed to be a highly liquid and diversified benchmark for commodities as an asset class. The Commodity Returns Strategy Portfolio also measures its performance against a blend of 50% Bloomberg Commodity Index Total Return and 50% MSCI ACWI Commodity Producers Index, as this blended benchmark more closely represents the Portfolio’s investment strategy. The MSCI ACWI Commodity Producers Index is comprised of a global opportunity set of commodity producers in the energy, metal and agriculture sectors. A portion of The Commodity Returns Strategy Portfolio is also managed with reference to the MSCI ACWI Natural Resources Index. The MSCI ACWI Natural Resources Index is comprised of a global set of stocks engaged in the extraction and production of natural resources.

The indexes noted above are used by the Board of Trustees and by the Adviser as one standard against which to measure the performance of the Specialist Managers to whom assets of the various Equity Portfolios have been allocated. In addition, a portion of the assets of The Value Equity and The Institutional Value Equity, The Growth Equity and The Institutional Growth Equity, The Small Capitalization-Mid Capitalization Equity and The Institutional Small Capitalization-Mid Capitalization Equity, The International Equity, The Institutional International Equity, The Emerging Markets, The Real Estate Securities and The Commodity Returns Strategy Portfolios (the “Index Accounts”) are allocated to Specialist Managers who are committed to investing assets allocated to them in a manner that attempts to replicate the performance of the appropriate benchmark index or subsets of these indices. This passive investment style differs from the active management investment techniques used by the Trust’s other Specialist Managers. Rather than relying upon fundamental research, economic analysis and investment judgment, this approach uses automated statistical analytic procedures that seek to track the performance of a specific stock index or the selected subset thereof.

Securities will be acquired in proportion to their weighting in the relevant index. Under certain circumstances, it may not be possible for an Index Account to acquire all securities included in the relevant index (or its identified subset). This might occur, for example, in the event that an included security is issued by one of the Trust’s Specialist Managers or if there is insufficient trading activity in an included security for any reason. To the extent that all securities included in the appropriate index cannot be purchased, the Specialist Manager will purchase a representative sample of other included securities in proportion to their weightings. It is anticipated that these investment methods will result in a close correlation between the performance of the Index Accounts and the performance of the relevant index in both rising and falling markets, and every effort will be made to achieve a correlation of at least 0.95, before deduction of the expenses associated with the management of the respective Index Accounts and the Portfolio of which they are a part. A correlation of 1.00 would represent a perfect correlation between the performance of an Index Account and the relevant index (or its identified subset). Investors should be aware, however, that while use of an index investment approach may limit an investor’s losses (before expenses) to those experienced in the overall securities markets as represented by the relevant index, it is also the case that an investor gives up the potential to achieve return in rising markets in excess of the return achieved by the benchmark index.

Each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio may use index strategies managed in accordance with certain indices (“RAFI Indices”) compiled and published by Research Affiliates, and licensed to its affiliate RAFI Indices, LLC. These indices seek to offer diversified “factor” exposures through allocations to value, quality, low volatility, momentum, and size. They use a unique construction that includes the “RAFI Fundamental Index®” approach, which selects and weights securities by fundamental measures of firm size, rather than by market capitalization. The Institutional Growth Equity Portfolio currently employs Mellon to manage the RAFI Low Volatility Factor US Index, as one of its index strategies.

About Equity Securities. The prices of equity and equity-related securities will fluctuate – sometimes dramatically – over time and a Portfolio could lose a substantial part, or even all, of its investment in a particular issue. The term “equity securities” includes common stock, depositary receipts and preferred stock; “equity-related securities” refers to securities that may be convertible into common stock or preferred stock, or securities that carry the right to purchase common stock or preferred stock. Price fluctuations may reflect changes in the issuing company’s financial condition, overall market conditions or even perceptions in the marketplace about the issuing company or economic trends. Prices of convertible securities may, in addition, also be affected by prevailing interest rates, the credit quality of the issuer and any call provisions.

 

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IPO Holding Risk. IPO holding is the practice of participating in an initial public offering (IPO) with the intent of holding the security for investment purposes. Because an IPO is an equity security that is new to the public market, the value of IPOs may fluctuate dramatically. Therefore, IPOs have greater risks than other equity investments. Because of the cyclical nature of the IPO market, from time to time there may be limited or no IPOs in which a Portfolio can participate. Even when the Portfolio requests to participate in an IPO, there is no guarantee that a Portfolio will receive an allotment of shares in an IPO sufficient to satisfy a Portfolio’s desired participation. Due to the volatility of IPOs, these investments can have a significant impact on performance, which may be positive or negative.

 

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IPO Trading Risk. IPO trading is the practice of participating in an initial public offering (IPO) and then immediately selling the security in the after-market. Engaging in this strategy could result in active and frequent trading. Use of this strategy could increase the Portfolio’s portfolio turnover and the possibility of realized capital gain. This is not a tax-efficient strategy. From time to time, it may not be possible to pursue an IPO trading strategy effectively because of a limited supply of “hot” IPOs. In addition, this practice may result in losses if a Portfolio purchases a security in an IPO and there is insufficient demand for the security in the after-market of the IPO. Due to the volatility of IPOs, these investments can have a significant impact on performance, which may be positive or negative.

Small Company Risk. Equity securities of smaller companies may be subject to more abrupt or erratic price movements than larger, more established companies. These securities are often traded in the over-the-counter markets and, if listed on national or regional exchanges, may not be traded in volumes typical for such exchanges. This may make them more difficult to sell at the time and at a price that is desirable. Smaller companies can provide greater growth potential than larger, more mature firms. Investing in the securities of such companies also involves greater risk, portfolio price volatility and cost. Historically, small capitalization stocks have been more volatile in price than companies with larger capitalizations. Among the reasons for this greater price volatility are the lower degree of market liquidity (the securities of companies with small stock market capitalizations may trade less frequently and in limited volume) and the greater sensitivity of small companies to changing economic conditions. For example, these companies are associated with higher investment risk due to the greater business risks of small size and limited product lines, markets, distribution channels and financial and managerial resources.

About Foreign Securities. Equity securities of non-U.S. companies are subject to the same risks as other equity or equity-related securities. Foreign fixed income securities are subject to the same risks as other fixed income securities (as described below). Foreign investments also involve additional risks. These risks include: the unavailability of financial information or the difficulty of interpreting financial information prepared under foreign accounting standards; less liquidity and more volatility in foreign securities markets; the possibility of expropriation; the imposition of foreign withholding and other taxes; the impact of foreign political, social or diplomatic developments; limitations on the movement of funds or other assets between different countries, including internal or external economic sanctions; difficulties in invoking legal process abroad and enforcing contractual obligations; and the difficulty of assessing economic trends in foreign countries. Transactions in markets overseas are generally more costly than those associated with domestic securities of equal value. Certain foreign governments levy withholding taxes against dividend and interest income. Although a portion of these taxes may be recoverable in the form of a U.S. foreign tax credit, the non-recovered portion of foreign withholding taxes will reduce a Portfolio’s performance. Further, in June, 2016, the United Kingdom voted to withdraw from the European Union. There is also the possibility that and one or more other countries may withdraw from the European Union and/or abandon the Euro, the common currency of the European Union. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching.

Foreign Currency Risk. The prices of securities denominated in a foreign currency will also be affected by the value of that currency relative to the U.S. dollar. Exchange rate movements can be large and long-lasting and can affect, either favorably or unfavorably, the value of securities held in the Portfolio. Such rate movements may result from actions taken by the U.S. or foreign governments or central banks, or speculation in the currency markets.

Foreign Government Securities. Foreign governments, as well as supranational or quasi-governmental entities, such as the World Bank, may issue fixed income securities. Investments in these securities involve both the risks associated with any fixed income investment and the risks associated with an investment in foreign securities. In addition, a governmental entity’s ability or willingness to repay principal and interest due in a timely manner may be affected not only by economic factors but also by political circumstances either internationally or in the relevant region. These risks extend to debt obligations, such as “Brady Bonds,” that were created as part of the restructuring of commercial bank loans to entities (including foreign governments) in emerging market countries. Brady Bonds may be collateralized or not and may be issued in various currencies, although most are U.S. dollar denominated.

Emerging Market Securities. Investing in emerging market securities increases the risks of foreign investing. The risk of political or social upheaval, expropriation and restrictive controls on foreign investors’ ability to repatriate capital is greater in emerging markets. Emerging market securities generally are less liquid and subject to wider price and currency fluctuations than securities issued in more developed countries. In certain countries, there may be few publicly traded securities and the market may be dominated by a few issuers or sectors. Fixed income securities issued by emerging market issuers are more likely to be considered equivalent to risky high yield securities. Investment funds and structured investments are mechanisms through which U.S. or other investors may invest in certain emerging markets that have laws precluding or limiting direct investments in their securities by foreign investors.

 

 

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About Fixed Income Securities. Fixed income securities – sometimes referred to as “debt securities” – include bonds, notes (including structured notes), mortgage-backed and asset-backed securities, convertible and preferred securities, inflation-indexed bonds, structured notes, including hybrid or “indexed” securities and event-linked bonds and delayed funding loans, as well as short-term debt instruments, often referred to as money market instruments. Fixed income securities may be issued by U.S. or foreign corporations, banks, governments, government agencies or subdivisions or other entities. A fixed income security may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in-kind and auction rate features. All of these factors – the type of instrument, the issuer and the payment terms – will affect the volatility and the risk of loss associated with a particular fixed income issue. The “maturity” of a fixed income instrument and the “duration” of a portfolio of fixed income instruments also affect investment risk. The maturity of an individual security refers to the period remaining until holders of the instrument are entitled to the return of its principal amount. Longer-term securities tend to experience larger price changes than shorter-term securities because they are more sensitive to changes in interest rates or in the credit ratings of issuers. Duration refers to a combination of criteria, including yield to maturity, credit quality and other factors that measure the exposure of a portfolio of fixed income instruments to changing interest rates. An investment portfolio with a lower average duration generally will experience less price volatility in response to changes in interest rates as compared with a portfolio with a higher average duration.

Interest Rate Risk. Although the term fixed income securities includes a broad range of sometimes very different investments, all fixed income securities are subject to the risk that their value will fluctuate as interest rates in the overall economy rise and fall. The value of fixed income securities will tend to decrease when interest rates are rising and, conversely, will tend to increase when interest rates decline. Thus, in periods of declining interest rates, the yield of a Portfolio that invests in fixed income securities will tend to be higher than prevailing market rates, and in periods of rising interest rates, the yield of a Portfolio will tend to be lower.

Call/Prepayment Risk and Extension Risk. Prepayments of fixed income securities will also affect their value. When interest rates are falling, the issuers of fixed income securities may repay principal earlier than expected. As a result, a Portfolio may have to reinvest these prepayments at the then prevailing lower rates, thus reducing its income. In the case of mortgage-backed or asset-backed issues – securities backed by pools of loans – payments due on the security may also be received earlier than expected. This may happen when market interest rates are falling and the underlying loans are being prepaid. Conversely, payments may be received more slowly when interest rates are rising, as prepayments on the underlying loans slow. This may affect the value of the mortgage- or asset-backed issue if the market comes to view the interest rate to be too low relative to the term of the investment. Either situation can affect the value of the instrument adversely.

Credit Risk. Credit risk is the risk that an issuer (or in the case of certain securities, the guarantor or counterparty) will be unable to make principal and interest payments when due. The creditworthiness of an issuer may be affected by a number of factors, including the financial condition of the issuer (or guarantor) and, in the case of foreign issuers, the financial condition of the region. Fixed income securities may be rated by one or more nationally recognized statistical rating organizations (“NRSROs”), such as Standard & Poor’s Corporation (“S&P”), Moody’s Investors Service, Inc. and/or Fitch Ratings, Inc. These ratings represent the judgment of the rating organization about the safety of principal and interest payments. They are not guarantees of quality and may be subject to change even after a security has been acquired. Not all fixed income securities are rated, and unrated securities may be acquired by the Income Portfolios if the relevant Specialist Manager determines that their quality is comparable to rated issues.

Inflation Indexed Securities. Unlike a conventional bond, whose issuer makes regular fixed interest payments and repays the face value of the bond at maturity, an inflation-indexed security (IIS) provides principal and interest payments that are adjusted over time to reflect a rise (inflation) or a drop (deflation) in the general price level for goods and services. This adjustment is a key feature, given that inflation has typically occurred. There have, however, been periods of deflation. Importantly, in the event of deflation, the U.S. Treasury has guaranteed that it will repay at least the face value of an IIS issued by the U.S. government. Inflation measurement and adjustment for an IIS have two important features. There is a two-month lag between the time that inflation occurs in the economy and when it is factored into IIS valuations. This is due to the time required to measure and calculate the CPI and for the Treasury to adjust the inflation accrual schedules for an IIS. For example, inflation that occurs in

 

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January is calculated and announced during February and affects IIS valuations throughout the month of March. In addition, the inflation index used is the non-seasonally adjusted index. It differs from the CPI that is reported by most news organizations, which is statistically smoothed to overcome highs and lows observed at different points each year. The use of the non-seasonally adjusted index can cause the Portfolio’s income level to fluctuate.

Inflation-indexed securities are designed to provide a “real rate of return” – a return after adjusting for the impact of inflation. Inflation – a rise in the general price level – erodes the purchasing power of an investor’s portfolio. For example, if an investment provides a “nominal” total return of 5% in a given year and inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. Investors in inflation-indexed bond funds who do not reinvest the portion of the income distribution that comes from inflation adjustments will not maintain the purchasing power of the investment over the long-term. This is because interest earned depends on the amount of principal invested, and that principal won’t grow with inflation if the investor does not reinvest the principal adjustment paid out as part of a fund’s income distributions.

Interest rates on conventional bonds have two primary components: a “real” yield and an increment that reflects investor expectations of future inflation. By contrast, interest rates on an IIS are adjusted for inflation and, therefore, aren’t affected meaningfully by inflation expectations. This leaves only real rates to influence the price of an IIS. A rise in real rates will cause the price of an IIS to fall, while a decline in real rates will boost the price of an IIS.

Inflation-indexed bonds issued by non-U.S. governments would be expected to be indexed to the inflation rates prevailing in those countries.

Any increase in the principal amount of an IIS may be included for tax purposes in the Portfolio’s gross income, even though no cash attributable to such gross income has been received by the Portfolio. In such event, the Portfolio may be required to make annual distributions to investors that exceed the cash it has otherwise received. In order to pay such distributions, the Portfolio may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Portfolio and additional capital gain distributions to investors. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Portfolio may cause amounts previously distributed to investors in the taxable year as income to be characterized as a return of capital.

Risk Factors Relating to High Yield or “Junk” Bonds. Fixed income securities that are rated below investment grade are commonly referred to as junk bonds or high yield, high risk securities. These securities offer a higher yield than other, higher rated securities, but they carry a greater degree of risk of default or downgrade, are more volatile than investment grade securities, and are considered speculative by the major credit rating agencies. Such securities may be issued by companies that are restructuring, are smaller and less creditworthy or are more highly indebted than other companies. They may be less liquid than higher quality investments and may not be able to pay interest or ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. Changes in the value of these securities are influenced more by changes in the financial and business position of the issuing company than by changes in interest rates when compared to investment grade securities and involve greater risk of default or price declines than investment grade securities due to actual or perceived changes in an issuer’s creditworthiness. The Portfolios will not generally purchase “distressed” securities.

When-issued Securities. Fixed income securities may be purchased for future delivery but at a predetermined price. The market value of securities purchased on a “when-issued” basis may change before delivery; this could result in a gain or loss to the purchasing Portfolio.

Mortgage-Backed and Asset-Backed Securities. Mortgage-backed and asset-backed securities represent securities backed by loans secured by real property, personal property, or a pool of unsecured lines of credit. Mortgage-backed and asset-backed securities are sponsored by entities such as government agencies, banks, financial companies and commercial or industrial companies. They represent interests in pools of mortgages or other cash-flow producing assets such as automobile loans, credit card receivables and other financial assets. In effect, these securities “pass through” the monthly payments that individual borrowers make on their mortgages or other debt-obligations net of any fees paid to the issuers. Examples of these include guaranteed mortgage pass-through certificates, collateralized mortgage obligations (“CMOs”) and real estate mortgage investment conduits (“REMICs”). Because of their derivative structure – the fact that their value is derived from the value of the underlying assets – these securities are particularly sensitive to prepayment and extension risks noted above which can lead to significant fluctuations in the value of mortgage-backed securities. Small changes in interest or prepayment rates may cause

 

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large and sudden price movements. These securities can also become illiquid and hard to value in declining markets. Mortgage-backed and asset-backed securities involve prepayment risk because the underlying assets (loans) may be prepaid at any time. The value of these securities may also change because of actual or perceived changes in the creditworthiness of the originator, the servicing agent, the financial institution providing the credit support, the counterparty and/or the sponsoring entity. The risks of mortgage-backed securities also include (1) the credit risk associated with the performance of the underlying mortgage properties and of the borrowers owning such properties; (2) adverse economic conditions and circumstances, which are more likely to have an adverse impact on mortgage-backed securities secured by loans on certain types of commercial properties than on those secured by loans on residential properties; and (3) loss of all or part of the premium, if any, paid. Like other fixed income securities, when interest rates rise, the value of an asset-backed security generally will decline. However, when interest rates decline, the value of an asset-backed security with prepayment features may not increase as much as that of other fixed income securities. Instability in the markets for fixed income securities, particularly non-agency mortgage-backed securities, may affect the liquidity and valuation of such securities. As a result, under such circumstances, certain segments of the non-agency market may experience significantly diminished liquidity.

Stripped mortgage securities are derivative multi-class mortgage securities. Stripped mortgage securities may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities have greater volatility than other types of mortgage securities. Although stripped mortgage securities are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, stripped mortgage securities are generally illiquid. Stripped mortgage securities are structured with two or more classes of securities that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of stripped mortgage security will have at least one class receiving only a small portion of the interest and a larger portion of the principal from the mortgage assets, while the other class will receive primarily interest and only a small portion of the principal. In the most extreme case, one class will receive all of the interest (“IO” or “interest-only” class), while the other class will receive all of the principal (“PO” or “principal-only” class). The yield to maturity on IOs, POs and other mortgage-backed securities that are purchased at a substantial premium or discount generally are extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on such securities’ yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Portfolio may fail to fully recoup its initial investment in these securities even if the securities have received the highest rating by an NRSRO.

In addition, non-mortgage asset-backed securities involve certain risks not presented by mortgage-backed securities. Primarily, these securities do not have the benefit of the same security interest in the underlying collateral. Credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and Federal consumer credit laws. Automobile receivables are subject to the risk that the trustee for the holders of the automobile receivables may not have an effective security interest in all of the obligations backing the receivables.

Mortgage Dollar Rolls. Mortgage dollar rolls are arrangements in which a Portfolio would sell mortgage-backed securities for delivery in the current month and simultaneously contract to purchase substantially similar securities on a specified future date.

While a Portfolio would forego principal and interest paid on the mortgage-backed securities during the roll period, the Portfolio would be compensated by the difference between the current sales price and the lower price for the future purchase as well as by any interest earned on the proceeds of the initial sale. A Portfolio also could be compensated through the receipt of fee income equivalent to a lower forward price. At the time a Portfolio would enter into a mortgage dollar roll, it would set aside permissible liquid assets in a segregated account to secure its obligation for the forward commitment to buy mortgage-backed securities. Mortgage dollar roll transactions may be considered a borrowing by the Portfolios.

Floating Rate Loans and Loan Participations. The Fixed Income Opportunity Portfolio may invest in floating rate loans and loan participations. These instruments – which include first and second lien senior floating rate loans and other floating rate debt securities – generally consist of loans made by banks and other large financial institutions to various companies and are typically senior in the borrowing companies’ capital structure. Coupon rates on these loans are most often floating, not fixed, and are tied to a benchmark lending rate ,such as the London Interbank Offered Rate or “LIBOR”. (In 2017, the United Kingdom’s Financial Conduct Authority warned that LIBOR may cease to be available or appropriate for use by 2021. The unavailability of LIBOR presents risks to the Portfolio, including the risk that any pricing adjustments to the Portfolio’s investments resulting from a substitute reference rate may adversely affect the Portfolio’s performance and/or NAV.) Because the interest rate of floating rate loans adjusts periodically, interest rate risk is lower on floating rate loans than on fixed rate loans. Additionally, to

 

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the extent that the Portfolio invests in senior loans to non-U.S. borrowers, the Portfolio may be subject to the risks associated with any foreign investments (summarized above). The Portfolio may also acquire junior debt securities or securities with a lien on collateral lower than a senior claim on collateral. The risks associated with floating rate loans are similar to the risks of below investment grade securities although these risks are reduced when the floating rate loans are senior and secured as opposed to many high yield securities that are junior and unsecured. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured; although one lending institution will often be required to monitor the collateral. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Portfolio to replace a particular loan with a lower-yielding security. Floating rate securities are often subject to restrictions on resale which can result in reduced liquidity. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Portfolio may also invest in loan participations, by which the Portfolio has the right to receive payments of principal, interest and fees from an intermediary (typically a bank, financial institution or lending syndicate) that has a direct contractual relationship with a borrower. Absent a direct contractual relationship with the borrower, the Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Portfolio may not benefit directly from any collateral supporting the underlying loan. As a result, the Portfolio may be exposed to the credit risk of both the borrower and the intermediary offering the participation. Additionally, investment in loan participation interests may result in increased exposure to financial services sector risk. The Portfolio may have difficulty disposing of loan participations as the market for such instruments is not highly liquid and may have limited or no right to vote on changes that may be made to the underlying loan agreement. The Portfolio may also purchase loan assignments from an agent bank or other member of a lending syndicate. Such investments may involve risks in addition to those noted above, for example, if a loan is foreclosed, the Portfolio could become part owner of any collateral and would bear the costs and liability associated with such ownership.

Inverse Floating Rate Municipal Obligations. Inverse floating rate municipal obligations are typically created through a division of a fixed rate municipal obligation into two separate instruments, a short-term obligation and a long-term obligation. The interest rate on the short-term obligation is set at periodic auctions. The interest rate on the long-term obligation is the rate the issuer would have paid on the fixed income obligation: (i) plus the difference between such fixed rate and the rate on the short-term obligation, if the short-term rate is lower than the fixed rate; or (ii) minus such difference if the interest rate on the short-term obligation is higher than the fixed rate. Inverse floating rate municipal obligations offer the potential for higher income than is available from fixed rate obligations of comparable maturity and credit rating. They also carry greater risks. In particular, the prices of inverse floating rate municipal obligations are more volatile, i.e., they increase and decrease in response to changes in interest rates to a greater extent than comparable fixed rate obligations.

Securities Purchased At Discount. Securities purchased at a discount, such as step-up bonds, could require a Portfolio to accrue and distribute income not yet received. If it invests in these securities, a Portfolio could be required to sell securities in its portfolio that it otherwise might have continued to hold in order to generate sufficient cash to make these distributions. Among the types of these securities in which a Portfolio may invest are zero coupon securities, which are debt securities that pay no cash income but are sold at substantial discounts from their value at maturity. Zero coupon securities tend to be subject to greater price fluctuations in response to changes in interest rates than are ordinary interest-paying debt securities with similar maturities.

About Municipal Securities

These securities are fixed income securities issued by local, state and regional governments or other governmental authorities – and they may be issued for a wide range of purposes, including construction of public facilities or short-term funding, and for varying maturities. Interest on Municipal Securities will be exempt from regular Federal income taxes, but may be a tax preference item for purposes of computing alternative minimum tax (“AMT”). The tax treatment that will be accorded to interest payable by issuers of Municipal Securities will depend on the specific terms of the security involved.

Private Activity and Industrial Revenue Bonds. Municipal Securities may be “general obligations” of their issuers, the repayment of which is secured by the issuer’s pledge of full faith, credit and taxing power. Municipal Securities may be payable from revenues derived from a particular facility that will be operated by a non-government user. The payment of principal and interest on these bonds is generally dependent solely on the ability of the private user or operator to meet its financial obligations and the pledge, if any, of real or personal property securing that obligation.

 

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Credit Enhancements. Some Municipal Securities feature credit enhancements, such as lines of credit, letters of credit, municipal bond insurance, and standby bond purchase agreements (SBPAs). SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying Municipal Security should default. Municipal bond insurance, which is usually purchased by the bond issuer from a private, nongovernmental insurance company, provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit rating of an insured bond reflects the credit rating of the insurer, based on its claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer’s loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them have the highest credit rating. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider’s obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower or bond issuer.

Credit Supports. The creditworthiness of particular Municipal Securities will generally depend on the creditworthiness of the entity responsible for payment of interest on such particular Municipal Security. Municipal Securities also include instruments issued by financial institutions that represent interests in Municipal Securities held by that institution – sometimes referred to as participation interests – and securities issued by a municipal issuer that are guaranteed or otherwise supported by a specified financial institution. Because investors will generally look to the creditworthiness of the supporting financial institution, changes in the financial condition of that institution, or ratings assigned by rating organizations of its securities, may affect the value of the instrument.

AMT Risk. The interest on some municipal securities is a preference item for purposes of the Federal AMT. If the Portfolio’s holdings of such securities are substantial and you are subject to this tax, a substantial portion of any income you receive as a result of your investment in the Portfolio will be subject to this tax.

About Real Estate Investments

Real Estate Investment Trusts (“REITs”). REITs are pooled investment vehicles that invest the majority of their assets directly in real property and/or in loans to building developers and derive income primarily from the collection of rents and/or interest income. Equity REITs can also realize capital gains by selling property that has appreciated in value. Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Real Estate Securities Portfolio and certain other of the Portfolios that may invest in REITs will indirectly bear their respective proportionate share of expenses incurred by REITs in which each invests in addition to the expenses incurred directly by that Portfolio.

REITs can generally be classified as Equity REITs, Mortgage REITs, Hybrid REITs and REOC’s. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. REOCs are real estate companies that engage in the development, management, or financing of real estate. Typically, they provide services such as property management, property development, facilities management, and real estate financing. REOCs are publicly traded corporations that have not elected to be taxed as REITs. The three primary reasons for such an election are (a) availability of tax-loss carryforwards, (b) operation in non-REIT-qualifying lines of business, and (c) ability to retain earnings.

The Real Estate Securities Portfolio will not invest in real estate directly, but only in securities issued by real estate or real estate related companies. However, because of its policy of concentration in the securities of companies in the real estate industry, The Real Estate Securities Portfolio is also subject to the risks associated with the direct ownership of real estate. These risks include:

 

   

declines in the value of real estate

 

   

risks related to general and local economic conditions

 

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possible lack of availability of mortgage funds

 

   

overbuilding

 

   

extended vacancies of properties

 

   

increased competition

 

   

increases in property taxes and operating expenses

 

   

changes in zoning laws

 

   

losses due to costs resulting from the clean-up of environmental problems

 

   

liability to third parties for damages resulting from environmental problems

 

   

casualty or condemnation losses

 

   

limitations on rents

 

   

changes in neighborhood values and the appeal of properties to tenants

 

   

changes in interest rates

Thus, the value of The Real Estate Securities Portfolio’s shares may change at different rates compared to the value of shares of a mutual fund with investments in a mix of different industries.

In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Furthermore, REITs are dependent upon management skills and generally may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers, and self- liquidation. Additionally, REITs could possibly fail to qualify for tax-free pass-through of income under the Code, or to maintain their exemptions from registration under the Investment Company Act. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

About ESG Investing in The ESG Growth Portfolio.

The ESG Screens applied by the Adviser as part of the securities selection process for The ESG Growth Portfolio are based, in part on third party data and ESG rating agencies or organizations. Generally, the Portfolio’s ESG Screens take into account criteria such as a company’s corporate policies and practices in the areas such as environment; workplace practices and human rights; corporate governance; community impact; and product safety and integrity.

Companies in which the Portfolio invests may not meet the highest standards with respect to all aspects of environmental, social and governance performance. The Portfolio will, however, seek to invest in companies that adhere to positive standards in these areas. The Portfolio may, at its discretion, vary the ESG Factors on which the Portfolio’s ESG Screens are based, including adding criteria, changing the weightings of various criteria or otherwise modifying the use of the ESG Screens in the investment selection process. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Adviser’s opinion ESG Factors are not applicable or it is not possible to implement the criteria.

About Socially Responsible Investing in The Catholic SRI Growth Portfolio.

In selecting investments, The Catholic SRI Growth Portfolio seeks to adhere to the social and moral concerns set forth in the Social Guidelines described under “Principal Investment Strategies,” above. The Portfolio will not invest in companies engaged in: activities that include direct participation in or support of abortion (unless the company is absolutely required by law to do so); the manufacture of contraceptives (or that derive a significant portion of their revenues from the sale of contraceptives); scientific research on human fetuses or embryos, including human cloning and fetal stem cell research; or the manufacture, sale or use of anti-personnel landmines and the Portfolio will seek to avoid investment in companies that are primarily engaged in adult entertainment or the production of military weapons. The Portfolio is not authorized or sponsored by the Roman Catholic Church or the USCCB.

 

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About Cash Management Practices. Except with respect to the Index Accounts, a Specialist Manager may seek to maintain liquidity pending investment by investing assets allocated to it in short-term money market instruments issued, sponsored or guaranteed by the U.S. Government, its agencies or instrumentalities. Such securities are referred to in this Prospectus as U.S. government securities. The Portfolios may also invest in repurchase agreements secured by U.S. government securities or short-term money market instruments of other issuers, including corporate commercial paper, and variable and floating rate debt instruments, that have received, or are comparable in quality to securities that have received, one of the two highest ratings assigned by at least one recognized rating organization and/or money market funds. The Portfolios may also invest in short-term time deposits. When the Trust reallocates Portfolio assets among Specialist Managers, adds an additional Specialist Manager to a Portfolio, or replaces a Specialist Manager with another Specialist Manager, the Portfolio may invest assets in short-term money market instruments during a startup or transition period while the Specialist Manager receiving the assets determines appropriate longer term investments. Under extraordinary market or economic conditions, all or any portion of a Portfolio’s assets may be invested in short-term money market instruments for temporary defensive purposes. Each of the Portfolios may also purchase commercial paper for temporary purposes. If such action is taken by a Specialist Manager as a result of an incorrect prediction about the effect of economic, financial or political conditions, the performance of the affected Portfolio will be adversely affected and the Portfolio may be unable to achieve its objective. Each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio may invest any portion of its assets in short-term money market instruments, or other cash equivalents, including money market funds, when the Adviser deems it appropriate to achieve the Portfolio’s investment objectives. Additionally, each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio may invest in such instruments when such Portfolio’s assets are reallocated among Specialist Managers, during Specialist Manager transition periods and pending investment in appropriate longer term investments.

Each Portfolio’s performance may be adversely affected to the extent that a significant portion of its assets are invested in short-term money market instruments during periods when the securities markets are increasing in value.

About Derivative Strategies. Except with respect to the Index Accounts, a Specialist Manager may, but is not obligated to, use certain strategies (“Derivative Strategies”) on behalf of a Portfolio in order to reduce certain risks that would otherwise be associated with their respective securities investments. In anticipation of future purchases, each Specialist Manager, including a Specialist Manager responsible for an Index Account, may use Derivative Strategies to gain market exposure pending direct investment in securities. These strategies include the use of options on securities and securities indexes and options on stock index and interest rate futures contracts. The Equity Portfolios (except the Index Accounts) and the Income Portfolios may also use forward foreign currency contracts in connection with the purchase and sale of those securities, denominated in foreign currencies, in which each is permitted to invest. In addition, The International Equity, The Institutional International Equity, Emerging Markets, Commodity Returns Strategy and Inflation Protected Securities Portfolios may, but are not obligated to, use forward foreign currency contracts, foreign currency options and foreign currency futures to hedge against fluctuations in the relative value of the currencies in which securities held by these Portfolios are denominated.

The Core Fixed Income Portfolio and The Fixed Income Opportunity Portfolio may also use foreign currency options and foreign currency futures to hedge against fluctuations in the relative value of the currencies in which the foreign securities held by these Portfolios are denominated. In addition, these Portfolios, along with The Commodity Returns Strategy Portfolio, The Institutional Growth Portfolio, The Short-Term Municipal Bond Portfolio, The U.S. Government Fixed Income Securities Portfolio, The U.S. Government Corporate Fixed Income Securities Portfolio and The U.S. Government Mortgage/Asset Backed Fixed Income Securities Portfolio may enter into swap transactions. Swap transactions are contracts in which a Portfolio agrees to exchange the returns (or differentials in rates of return) and/or cash flows earned or realized on a particular “notional amount” of underlying instrument. Payments may be based on currencies, interest rates, securities indexes, commodity indexes or other reference rates. Swaps may be used to manage the maturity and duration of a fixed income portfolio or to gain exposure to a market without directly investing in securities traded in that market.

Use of the instruments noted above (collectively, “Derivative Instruments”) must be consistent with a Portfolio’s investment objective and policies (and, in the case of the Index Accounts, the indexing strategy described earlier in this Prospectus). The Portfolios may, with the exception of The Commodity Returns Strategy Portfolio, not use Derivative Instruments for speculative purposes. No Portfolio may invest more than 10% of its total assets in option purchases. Further information relating to the use of Derivative Instruments, and the limitations on their use, appears in the Statement of Additional Information.

 

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No assurances can be made that a Specialist Manager will use any Derivative Strategies, a particular Derivative Strategy or a particular Derivative Instrument. However, there are certain overall considerations to be aware of in connection with the use of Derivative Instruments in any of the Portfolios. The ability to predict the direction of the securities or currency markets and interest rates involves skills different from those used in selecting securities. Although the use of various Derivative Instruments is sometimes intended to enable each of the Portfolios to hedge against certain investment risks, there can be no guarantee that this objective will be achieved. For example, in the event that an anticipated change in the price of the securities (or currencies) that are the subject of the Derivative Strategy does not occur, it may be that the Portfolio employing such Derivative Strategy would have been in a better position had it not used such a strategy at all. Moreover, even if the Specialist Manager correctly predicts interest rate or market price movements, a hedge could be unsuccessful if changes in the value of the option or futures position do not correspond to changes in the value of investments that the position was designed to hedge. Suitable derivative transactions may not be available in all circumstances. Derivative Strategies can disproportionately increase losses and reduce opportunities for gain when security prices, indices, currency rates or interest rates change in unexpected ways and a Portfolio may suffer losses disproportionate to the amount of its investments in these instruments. Liquid markets do not always exist for certain derivative instruments and lack of a liquid market for any reason may prevent a Portfolio from liquidating an unfavorable position and/or make valuation of the instrument difficult to determine. Valuation of derivatives may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. In the case of an option, the option could expire before it can be sold, with the resulting loss of the premium paid by a Portfolio for the option. In the case of a futures contract, a Portfolio would remain obligated to meet margin requirements until the position is closed. In addition, options that are traded over-the-counter differ from exchange traded options in that they are two-party contracts with price and other terms negotiated between the parties. For this reason, the liquidity of these instruments may depend on the willingness of the counterparty to enter into a closing transaction. In the case of currency-related instruments, such as foreign currency options, options on foreign currency futures, and forward foreign currency contracts, it is generally not possible to structure transactions to match the precise value of the securities involved since the future value of the securities will change during the period that the arrangement is outstanding. As a result, such transactions may preclude or reduce the opportunity for gain if the value of the hedged currency changes relative to the U.S. dollar. Like over-the-counter options, such instruments are essentially contracts between the parties and the liquidity of these instruments may depend on the willingness of the counterparty to enter into a closing transaction. In addition, changes in government regulation of derivatives could affect the character, timing and amount of the Portfolio’s taxable income or gains. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

About Other Permitted Instruments

Borrowing and Lending. Each of the Portfolios may borrow money from a bank for temporary emergency purposes and may enter into reverse repurchase agreements. A reverse repurchase agreement, which is considered a borrowing for purposes of the Investment Company Act, involves the sale of a security by the Trust and its agreement to repurchase the instrument at a specified time and price. Accordingly, the Trust will maintain a segregated account consisting of cash, U.S. government securities or high-grade, liquid obligations, maturing not later than the expiration of a reverse repurchase agreement, to cover its obligations under the agreement. Borrowings outstanding at any time will be limited to no more than one-third of a Portfolio’s total assets. To avoid potential leveraging effects of a Portfolio’s borrowings, however, additional investments will not be made while aggregate borrowings, including reverse repurchase agreements, are 5% or more of a Portfolio’s total assets. Each of the Portfolios may lend portfolio securities to brokers, dealers and financial institutions provided that cash, or equivalent collateral, equal to at least 100% of the market value (plus accrued interest) of the securities loaned is maintained by the borrower with the lending Portfolio. During the time securities are on loan, the borrower will pay to the Portfolio any income that may accrue on the securities. The Portfolio may invest the cash collateral and earn additional income or may receive an agreed upon fee from the borrower who has delivered equivalent collateral. No Portfolio will enter into any securities lending transaction if, at the time the loan is made, the value of all loaned securities, together with any other borrowings, equals more than one-third of the value of that Portfolio’s total assets.

Liquidity Risk. Liquidity risk is the risk that certain securities may be difficult or impossible to sell at the price that would normally prevail in the market at the time at which a Portfolio desires to sell. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

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More Information About Fund Investments and Risks (continued)

 

 

Market Risk. Market risk is the risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industrial sector of the economy or the market as a whole. Finally, key information about a security or market may be inaccurate or unavailable. This is particularly relevant to investments in foreign securities.

Commercial Paper. Commercial paper is a short-term, unsecured negotiable promissory note of a U.S. or non-U.S. issuer. Although each of the Portfolios may purchase commercial paper for temporary purposes, The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Core Fixed Income Portfolio, The Fixed Income Opportunity Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio and The U.S. Government Mortgage/Asset Backed Fixed Income Securities Portfolio may acquire these instruments as described above for non-temporary purposes.

Investments in Other Investment Companies

The Adviser or the Specialist Managers may also acquire, on behalf of a Portfolio, securities issued by other investment companies to the extent permitted under the Investment Company Act, provided that such investments are otherwise consistent with the overall investment objective and policies of that Portfolio. Each Portfolio may invest in these instruments to achieve market exposure to its respective asset class, including when direct investment in securities in accordance with the investment policies of the relevant Portfolio is pending, to hedge against the relative value of the securities in which an acquiring Portfolio primarily invests, or to facilitate the management of cash flows in or out of that Portfolio. Other investment company securities that may be acquired by a Portfolio include those of investment companies which invest in short-term money market instruments.

Exchange-traded funds (“ETFs”) are securities that are issued by investment companies and traded on securities exchanges. ETFs are subject to market and liquidity risk. The Portfolios may invest in ETFs. Such ETFs are unaffiliated with the Trust.

Many ETFs seek to replicate the performance of a securities market index or a group of securities markets (“Index-based ETFs”) in a particular geographic area. Thus, investment in Index-based ETFs offers, among other things, an efficient means to achieve diversification to a particular industry that would otherwise only be possible through a series of transactions and numerous holdings. Although similar diversification benefits may be achieved through an investment in another investment company, ETFs generally offer greater liquidity and lower expenses. Because an ETF charges its own fees and expenses, fund shareholders will indirectly bear these costs. The Portfolios will also incur brokerage commissions and related charges when purchasing shares in an ETF in secondary market transactions. Unlike typical investment company shares, which are valued once daily, shares in an ETF may be purchased or sold on a listed securities exchange throughout the trading day at market prices that are generally close to net asset value.

Because ETFs are investment companies, investment in such funds would, absent exemptive relief, be limited under applicable Federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to up to 5% of its total assets and limit aggregate investments in all investment companies to 10% of total assets. Provided certain requirements set forth in the Investment Company Act are met, however, investments in excess of these limitations may be made. In particular, the Portfolio may invest in the iShares® Trust and iShares®, Inc. (“iShares®”) in excess of the statutory limit in reliance on an exemptive order issued to that entity, provided that certain conditions are met. iShares® is a registered trademark of Barclays Global Investors, N.A. (“BGI”). Neither BGI nor the iShares® funds make any representations regarding the advisability of investing in an iShares® fund.

Additionally, the Real Estate Securities Portfolio may invest up to 100% of its assets in ETFs that invest in the securities of real estate related companies in reliance on provisions of the Investment Company Act that permit such investments so long as the investing fund, together with any affiliates, does not own more than 3% of the outstanding voting securities of the acquired fund. When relying on these provisions, the Real Estate Securities Portfolio is required to vote all proxies of the funds it owns in the same proportion as the vote of all other holders of such securities.

Disclosure of Portfolio Holdings

A complete list of each Portfolio’s holdings is publicly available through filings made with the Securities and Exchange Commission (“SEC”) on Form N-CSR and Form N-PORT. A description of the Portfolios’ policies and procedures with respect to disclosure of the Portfolios’ securities is provided in the Trust’s Statement of Additional Information (“SAI”).

 

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Additional Information

 

Fund Management

The Board of Trustees is responsible for the oversight of the business and affairs of the Trust. Day-to-day operations of the Trust are the responsibility of the Trust’s officers and various service organizations retained by the Trust.

Advisory Services

HC Capital Solutions. HC Capital Solutions serves as the overall investment adviser to the Trust under the terms of its discretionary investment advisory agreements (“HC Capital Agreements”) with the Trust. The Adviser continuously monitors the performance of various investment management organizations, including the Specialist Managers, and generally oversees the services provided to the Trust by its administrator, custodian and other service providers. Under the HC Capital Agreements the Adviser has direct authority to invest and reinvest the Trust’s assets and, although it is not generally responsible for day-to-day investment decisions for the Trust or its Portfolios, it may at times directly manage a Portfolio’s cash and investments in ETFs. The Adviser is responsible for monitoring both the overall performance of each Portfolio, and the individual performance of each Specialist Manager within those Portfolios. Each of the Portfolios is authorized to operate on a “multi-manager” basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Adviser may, from time to time, reallocate the assets of a multi-manager Portfolio among Specialist Managers that provide portfolio management services to that Portfolio when it believes that such action would be appropriate to achieve the overall objectives of the particular Portfolio. The Adviser is an integral part of the Specialist Manager selection process and instrumental in the supervision of Specialist Managers.

As part of its oversight responsibilities, the Adviser seeks to manage overall active portfolio risk. In connection with this effort, the Adviser may, from time to time, determine that, as a result of investment decisions in actively managed portions of a Portfolio, the overall Portfolio is underweight with respect to a specific market segment represented in the designated benchmark index. If, in the Adviser’s judgment, it is appropriate to do so from a portfolio management perspective, the Adviser may direct that a portion of those assets allocated to the “passive” or “index” investment approach be invested in a manner that replicates a subset of the market segment that, in the Adviser’s judgment, is not represented as desired in the Portfolio as a whole. The companies represented in the subset (“Subset Components”) will be determined by the Specialist Manager responsible for the “indexed” portion of the Portfolio. By way of example, application of the investment process of an active manager may result in a decision to limit investments in higher yielding stocks. Taking into account the Portfolio’s overall structure, however, the Adviser may determine that a Portfolio is disproportionately underweight in higher yielding stocks from a total portfolio management perspective. Under such circumstances, the Adviser may (but is not required to) direct that a portion of those assets allocated to the “passive” or “index” investment approach be invested in a manner that captures the performance of higher yielding stocks.

The Trust has been granted an order from the Securities and Exchange Commission (“SEC”) permitting the Trust to enter into portfolio management agreements with Specialist Managers upon the approval of the Board of Trustees but without submitting such contracts for the approval of the shareholders of the relevant Portfolio under certain circumstances.

With respect to the Commodity Returns Strategy Portfolio, the Adviser is also registered as a “commodity pool operator” (“CPO”) under the Commodity Exchange Act and the rules of the Commodity Futures Trading Commission (“CFTC”) and is subject to CFTC regulation with respect to that Portfolio. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that apply with respect to the Portfolio as a result of the Adviser’s registration as a CPO. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable SEC requirements. This means that for most of the CFTC’s disclosure and shareholder reporting requirements applicable to the Adviser as the Portfolio’s CPO, the Adviser’s compliance with SEC disclosure and shareholder reporting requirements will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Portfolio, the Portfolio may incur additional compliance and other expenses. The CFTC has neither reviewed nor approved the Portfolio, its investment strategies or this prospectus. In addition, with respect to the Commodity Returns Strategy Portfolio, the Adviser is relying upon an exemption from registration as a “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC.

With respect to each Portfolio other than The Commodity Returns Strategy Portfolio (each, an “Excluded Portfolio”), the Adviser has claimed an exclusion from the definition of CPO under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, with respect to the Excluded Portfolios, the Adviser is relying upon a related exclusion from the definition of CTA under the CEA and the rules of the CFTC.

 

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Additional Information (continued)

 

 

The terms of the CPO exclusion require each Excluded Portfolio, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards as described in the Statement of Additional Information. Because the Adviser and the Excluded Portfolios intend to comply with the terms of the CPO exclusion, an Excluded Portfolio may, in the future, need to adjust its investment strategies, consistent with its investment objective, to limit its investments in these types of instruments. The Excluded Portfolios are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Adviser’s reliance on these exclusions, or the Excluded Portfolios, their investment strategies or this prospectus.

Officers and/or employees of the Adviser serve as the executive officers of the Trust and/or as members of the Board of Trustees. For its services under the HC Capital Agreements, the Adviser is entitled to receive an annual fee of 0.05% of each Portfolio’s average net assets. The principal offices of the Adviser are located at Five Tower Bridge, 300 Barr Harbor Drive, 5th Floor, West Conshohocken, PA 19428-2970. A registered investment adviser under the Investment Advisers Act of 1940, as amended, since 1988, the Adviser had, as of June 30, 2019, approximately $21.0 billion in assets under management. HC Capital Solutions is a division of Hirtle, Callaghan & Co. LLC, and wholly owned by Hirtle Callaghan Holdings, Inc., which is controlled by one of its founders, Jonathan J. Hirtle. Mr. Mark Hamilton, Mr. Brad Conger, CFA and Mr. Scott Jacobson, CFA act as portfolio managers for each Portfolio. Mr. Hamilton is the Chief Investment Strategist for the Adviser and has been with the Adviser since August 2018. Prior to joining the Adviser, Mr. Hamilton served over 5 years as Chief Investment Officer of Asset Allocation for OppenheimerFunds. Mr. Conger is a Vice President at the Adviser and has been with the Adviser since December 2010. Prior to joining the Adviser, Mr. Conger spent over four years as a Director and Senior Analyst at Clearbridge Advisors. Mr. Jacobson is a Capital Allocation Investment Strategist for the Adviser and has been with the Adviser since 2015. Prior to joining the Adviser, Mr. Jacobson served as a Managing Director at Wedbush Securities, Inc., a Consultant for ClearVol Capital Management, LLC and the Head of Derivative Strategy at Sanford C. Bernstein & Co., LLC.

Specialist Managers. Day-to-day investment decisions for each of the Portfolios are the responsibility of one or more Specialist Managers retained by the Trust. In accordance with the terms of separate portfolio management agreements relating to the respective Portfolios, and subject to the general supervision of the Trust’s Board of Trustees, each of the Specialist Managers is responsible for providing a continuous program of investment management to, and placing all orders for, the purchase and sale of securities and other instruments for those portions of the Portfolios they serve for which they are responsible.

In the case of those Portfolios that are served by more than one Specialist Manager, the Adviser is responsible for determining the appropriate manner in which to allocate assets to each such Specialist Manager. The Adviser may increase or decrease the allocation to a Specialist Manager, if it deems it appropriate to do so, in order to achieve the overall objectives of the Portfolio involved. Allocations may vary between zero percent (0%) and one hundred percent (100%) of a Portfolio’s assets managed by a particular Specialist Manager at any given time. The Adviser may also recommend that the Board of Trustees terminate a particular Specialist Manager when it believes that such termination will benefit a Portfolio. The goal of the multi-manager structure is to achieve a better rate of return with lower volatility than would typically be expected of any one management style. Its success depends upon the ability of the Trust to: (a) identify and retain Specialist Managers who have achieved and will continue to achieve superior investment records relative to selected benchmarks; (b) pair Specialist Managers that have complementary investment styles (e.g., top-down vs. bottom-up investment selection processes); (c) monitor Specialist Managers’ performance and adherence to stated styles; and (d) effectively allocate Portfolio assets among Specialist Managers.

The following is information on how the management fees were calculated for each of the Portfolios (note that allocation percentages at June 30, 2019 may not total 100% for certain reasons including the absence of a former Specialist Manager):

The Value Equity Portfolio – The Portfolio is managed by three Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of 0% [47]% Cadence, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. Multifactor Strategy, [6]% Parametric’s Liquidity Strategy, [0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy, [46]% Parametric’s Tax-Managed Custom Core Strategy and [1]% HC Capital Solutions.

 

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Additional Information (continued)

 

 

The Institutional Value Equity Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of 40% Cadence, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. Multifactor Strategy, [0]% PIMCO, [12]% Parametric’s Liquidity Strategy,[ 0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy and [2]% HC Capital Solutions.

The Growth Equity Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [0]% Cadence, [26]% Jennison,[ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. Multifactor Strategy, [1]% Parametric’s Liquidity Strategy, [0]% Parametric’s Defensive Equity Strategy,[ 0]% Parametric’s Targeted Strategy, [47]% Parametric’s Tax-Managed Custom Core Strategy and [0]% HC Capital Solutions.

The Institutional Growth Equity Portfolio – The Portfolio is managed by five Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [0]% Cadence, [25]% Jennison,[ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. Multifactor Strategy, [0]% PIMCO, [3]% Parametric’s Liquidity Strategy, [0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy and [2]% HC Capital Solutions.

The Small Capitalization-Mid Capitalization Equity Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [33]% Frontier, [0]% Cadence,[ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [9]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [26]% Parametric’s Tax-Managed Custom Core Strategy and [0]% HC Capital Solutions.

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [34]% Frontier, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [2]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% Cadence and [3]% HC Capital Solutions.

The Real Estate Securities Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [85]% Wellington Management, [0]% Cadence, 0% Mellon, [10]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [5]% HC Capital Solutions.

The Commodity Returns Strategy Portfolio – The Portfolio is managed by six Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [23]% Wellington Management Global Natural Resources Strategy, [3]% Wellington Management Commodity Strategy, [7]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% Parametric’s Tax-Managed Custom Core Strategy, [0]% PIMCO, [0]% Cadence, [3]% Vaughan Nelson, [64]% Mellon and [0]% HC Capital Solutions.

The ESG Growth Portfolio – The Portfolio is managed by three Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [46]% Mellon, [1]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [0]% Agincourt.

The Catholic SRI Growth Portfolio – The Portfolio is managed by three Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [48]% Mellon, [0]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [0]% Agincourt.

The International Equity Portfolio – The Portfolio is managed by six Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [34]% Causeway, [14]% Artisan Partners, [50]% Cadence, [0]%

 

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Additional Information (continued)

 

 

CLIM, [2]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% to Parametric’s Tax-Managed Custom Core Strategy, [0]% Mellon and [0]% HC Capital Solutions.

The Institutional International Equity Portfolio – The Portfolio is managed by seven Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [0]% Mellon, [21]% Causeway, [10]% Artisan Partners, [12]% Lazard, [51]% Cadence, [4]% CLIM, [2]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [0]% HC Capital Solutions.

The Emerging Markets Portfolio – The Portfolio is managed by six Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [78]% Mellon, [0]% Cadence, [0]% CLIM, [1]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% Parametric’s Tax-Managed Custom Core Strategy, [21]% RBC GAM and [0]% HC Capital Solutions.

The Core Fixed Income Portfolio – The Portfolio is managed by two Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [60]% Mellon, [40]% Agincourt and [0]% HC Capital Solutions.

The Fixed Income Opportunity Portfolio – The Portfolio is managed by five Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [67]% Fort Washington, [0]% CLIM, [0]% Mellon, [4]% Parametric’s Liquidity Strategy, [5]% Parametric’s Targeted Strategy, [24]% Western Asset and [0]% HC Capital Solutions.

The U.S. Government Fixed Income Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of 100% Mellon and [0]% HC Capital Solutions.

The Inflation Protected Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of [96]% Mellon’s Domestic Strategy and [4]% HC Capital Solutions.

The U.S. Corporate Fixed Income Securities Portfolio – The Portfolio is managed by two Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [94]% Agincourt, [0]% Mellon and [6]% HC Capital Solutions.

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of [94]% Mellon and [6]% HC Capital Solutions.

The Short-Term Municipal Bond Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of 100% Breckinridge.

The Intermediate Term Municipal Bond Portfolio – The Portfolio is managed by two Specialist Managers. Although assets allocated to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [99]% Mellon, [0]% CLIM and [1]% HC Capital Solutions.

The Intermediate Term Municipal Bond II Portfolio – The Portfolio is managed by two Specialist Managers. Although assets allocated to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [100]% Breckinridge, [0]% CLIM and [0]% HC Capital Solutions.

Updated Specialist Manager allocations can be found in the Trust’s Annual and Semi-Annual Reports filed on Form N-CSR.

 

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A detailed description of the Specialist Managers that currently serve the Trust’s various Portfolios is found in the “Specialist Manager Guide” included in this Prospectus.

Discussions regarding the Board of Trustees’ basis for approving the Trust’s agreements with the Adviser and each of the Specialist Managers appear in the Trust’s Annual Report to Shareholders dated June 30, 2019 and Semi-Annual Report to Shareholders dated December 31, 2018.

Additional Information About Fund Management

The Commodity Returns Strategy Portfolio may pursue its investment objective, in part, by investing in the Subsidiaries. Each of the Subsidiaries has entered into a separate contract with one of the Specialist Managers whereby the respective Specialist Manager provides investment advisory and other services to the Subsidiary. Neither the Adviser nor the Specialist Managers receive separate compensation from the Subsidiaries for provision of these services. The Portfolio pays the Adviser and the Specialist Managers their management fees based on the Portfolio’s assets, including its investment in the Subsidiaries.

Shareholder Information: Purchases and Redemptions

Purchasing Shares of the Portfolios. Shares of each of the Portfolios are sold at their net asset value per share (“NAV”) next calculated after your purchase order is received by the Trust. Please refer to further information under the heading “Acceptance of Purchase Orders; Anti-Money Laundering Policy.”

Calculating NAV. A Portfolio’s NAV is determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally at 4:00 p.m. Eastern time, on days the NYSE is open. The NYSE may close earlier than 4:00 p.m. on some days. The NAV is calculated by adding the total value of a Portfolio’s investments and other assets attributable to HC Strategic Shares, subtracting its liabilities attributable to HC Strategic Shares and then dividing that figure by the number of outstanding HC Strategic Shares of that Portfolio:

 

NAV =

  

    total assets – liabilities

  

    number of shares outstanding

The value of each Portfolio’s investments is generally determined by current market quotations. When reliable market quotations are not readily available for any security, the fair value of that security will be determined by a committee established by the Trust’s Board of Trustees (“Board”) in accordance with procedures adopted by the Board. The fair valuation process is designed to value the subject security at the price a Portfolio would reasonably expect to receive upon its current sale. Fair value pricing may be employed, for example, if the value of a security held by a Portfolio has been materially affected by an event that occurs after the close of the market in which the security is traded, in the event of a trading halt in a security for which market quotations are normally available or with respect to securities that are deemed illiquid. When this fair value pricing method is employed, the prices of securities used in the daily computation of a Portfolio’s NAV per share may differ from quoted or published prices for the same securities. Additionally, security valuations determined in accordance with the fair value pricing method may not fluctuate on a daily basis, as would likely occur in the case of securities for which market quotations are readily available. Consequently, changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued based on market quotations.

Acceptance of Purchase Orders; Anti-Money Laundering Policy. Payment for purchases of Trust shares may be made by wire transfer or by check drawn on a U.S. bank. Generally, purchases must be made in U.S. dollars. Third-party checks, cash, credit cards, credit card convenience checks, traveler’s checks, money orders and checks payable in foreign currency are not accepted. The Trust reserves the right to reject any purchase order. Purchase orders may be received by the Trust’s transfer agent on any regular business day.

If accepted by the Trust, shares of the Portfolios may be purchased in exchange for securities which are eligible for acquisition by the Portfolios. Securities accepted by the Trust for exchange and Portfolio shares to be issued in the exchange will be valued as set forth under “Calculating NAV” at the time of the next determination of net asset value after such acceptance. All dividends, interest, subscription, or other rights pertaining to such securities shall become the property of the Portfolio whose

 

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Additional Information (continued)

 

 

shares are being acquired and must be delivered to the Trust by the investor upon receipt from the issuer. The Trust will not accept securities in exchange for shares of a Portfolio unless such securities are, at the time of the exchange, eligible to be included, or otherwise represented, in the Portfolio whose shares are to be issued and current market quotations are readily available for such securities. The Trust will accept such securities for investment and not for resale. A gain or loss for Federal income tax purposes will generally be realized by investors who are subject to federal taxation upon the exchange depending upon the cost of the securities exchanged. Investors interested in such exchanges should contact the Trust. Purchases of shares will be made in full and fractional shares calculated to three decimal places.

Multiple Class Portfolios. The Trust offers two classes of shares: HC Advisors Shares and HC Strategic Shares. This Prospectus provides information for the HC Strategic Shares. HC Strategic Shares are available to investors for whom the Adviser, or any affiliate of the Adviser, provides a complete program of investment advisory services.

Customer Identification Information

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations. Accordingly, when you open an account, you will be asked for information that will allow the Trust to verify your identity, in the case of individual investors or, in the case of institutions or other entities, to verify the name, principal place of business, taxpayer identification number and similar information. The Trust may also ask you to provide other documentation or identifying information and/or documentation for personnel authorized to act on your behalf.

Identity Verification Procedures – Because the absence of face-to-face contact with customers limits the Trust’s ability to reasonably validate the authenticity of documents received from an applicant, the Trust will never rely solely upon documentary methods to verify a customer’s identity. However, documentary evidence of a customer’s identity shall be obtained in an effort to complement the non-documentary customer identification verification process whenever necessary.

Customer Information – The following information is required prior to opening an account:

a. Name;

b. Date of birth, for an individual;

c. Address, which shall be:

1) For an individual, a residential or business street address;

2) For an individual who does not have a residential or business street address, an Army Post Office (APO) or Fleet Post Office (FPO) box number, or the residential or business street address of next of kin or of another contact individual; or

3) For a person other than an individual (such as a corporation, partnership, or trust), a principal place of business, local office or other physical location; and

d. Identification Number, which shall be:

1) For a U.S. person, a taxpayer identification number; or

2) For a non-U.S. person, one or more of the following: a taxpayer identification number, passport number and country of issuance; alien identification card number; or number and country of issuance of any other government issued document evidencing nationality or residence and bearing a photograph or similar safeguard.

Customer Verification. As discussed above, the Trust also uses non-documentary methods to verify a customer’s identity, although an initial, documentary (good order) review of the Account Application and purchase instrument will also be conducted for consistency, completeness, signs of alteration or other abnormalities or deficiencies. The Trust will complete its procedures to attempt to verify the customer’s identity within five business days of opening an account. The Trust will identify customers primarily by independently verifying the customer’s identity through the comparison of information provided by the customer with information obtained from a consumer reporting agency, public database or other source.

 

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Additional Information (continued)

 

 

If a customer’s identity cannot be reasonably ensured through the above verification procedures, the Trust will not open the account and the original purchase instrument will normally be returned to the customer. In the event an account was opened for a customer during the verification process, it will be closed and the proceeds will normally be returned to the customer. However, if there is evidence of fraud or other wrong doing, the customer’s account will be frozen and no proceeds or purchase instruments will be returned until the matter is resolved.

Redeeming Your Shares. You may redeem your shares in any Portfolio on any regular business day. Shares will be redeemed at the NAV next computed after receipt of your redemption order by the Trust. The Trust expects that redemption proceeds will typically be paid on the business day following the receipt of your redemption request; however, payment of redemption proceeds may take up to seven days. Redemption requests may only be postponed or suspended for longer than seven days as permitted under Section 22(e) of the Investment Company Act of 1940 (the “Investment Company Act”) if (i) the NYSE is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Portfolio or the fair determination of the value of the Portfolio’s net assets not reasonably practicable; or (iii) the SEC, by order or regulation, permits the suspension of the right of redemption. Redemption proceeds may be wired to an account that you have predesignated and which is on record with the Trust. Shares purchased by check will not be redeemed until that payment has cleared – normally, within 15 days of receipt of the check by the Trust. Redemption requests for all or any portion of your account with the Trust, must be in writing and must be signed by the shareholder(s) named on the account or an authorized representative. If you wish to redeem shares of any Portfolio valued at $25,000 or more, each signature must be guaranteed. Trust Portfolios typically hold cash or cash equivalents and/or futures to meet redemption requests, but may engage in short-term borrowing, redeem portfolio positions, if necessary, and/or redeem shares in-kind (as described below) to meet such requests when circumstances warrant.

Other Information about Purchases and Redemptions. Distributions are made on a per share basis regardless of how long you have owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution. Capital gains, if any, are distributed at least annually.

The values of securities that are primarily listed on foreign exchanges may change on days when the NYSE is closed and the NAV of a Portfolio is not calculated. You will not be able to purchase or redeem your shares on days when the NYSE is closed.

The Trust may permit investors to purchase shares of a Portfolio “in kind” by exchanging securities for shares of the selected Portfolio. This is known as an “in kind” purchase. Shares acquired in an in-kind transaction will not be redeemed until the transfer of securities to the Trust has settled – usually within 15 days following the in-kind purchase. The Trust will not accept securities in exchange for shares of a Portfolio unless: (1) such securities are eligible to be included, or otherwise represented, in the Portfolio’s investment portfolio at the time of exchange and current market quotations are readily available for such securities; (2) the investor represents and agrees that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Portfolio under the Securities Act of 1933 or under the laws of the country in which the principal market for such securities exists, or otherwise; and (3) at the discretion of the Portfolio, the value of any such security (except U.S. Government securities) being exchanged, together with other securities of the same issuer owned by the Portfolio, will not exceed 5% of the net assets of the Portfolio immediately after the transaction. The Trust may also redeem shares in kind. This means that all or a portion of the redemption amount would be paid by distributing on a pro rata basis to the redeeming shareholder securities held in a Portfolio’s investment portfolio. Investors will incur brokerage charges on the sale of these portfolio securities. In-kind purchases and sales will be permitted solely at the discretion of the Trust.

The Trust does not impose investment minimums or sales charges of any kind. If your account falls below $5,000, the Trust may ask you to increase your balance. If it is still below $5,000 after 30 days, the Trust may close your account and send you the proceeds at the current NAV. Shareholders will receive notice before any account is closed for this reason. In addition, if you purchase shares of the Trust through a program of services offered by a financial intermediary, you may incur advisory fees or custody expenses in addition to those expenses described in this Prospectus. Investors should contact such intermediary for information concerning what, if any, additional fees may be charged.

Frequent purchases and redemptions of shares of a mutual fund (including activities of “market timers”) can result in the dilution in the value of Trust shares held by long-term shareholders, interference with the efficient management of a Portfolio’s investment portfolio, and increased brokerage and administrative costs. The Board of Trustees has considered the extent to which the Portfolios may be vulnerable to such risks. While the Board of Trustees will continue to monitor the situation and may elect to adopt specific procedures designed to discourage frequent purchases and redemptions, the Board of Trustees, has

 

199


Additional Information (continued)

 

 

determined that it is not necessary to do so at this time. This conclusion is based on the fact that investments in the Trust may be made only by investment advisory clients of the Adviser or financial intermediaries such as investment advisers, acting in a fiduciary capacity with investment discretion, that have established relationships with the Adviser and the absence of abuses in this area at any time since the commencement of the Trust’s operations.

Shareholder Reports and Inquiries. Shareholders will receive semi-annual reports containing unaudited financial statements as well as annual reports containing financial statements which have been audited by the Trust’s independent registered public accounting firm. Each shareholder will be notified annually as to the Federal tax status of distributions made by the Portfolios in which such shareholder is invested. Shareholders may contact the Trust by calling the telephone number, or by writing to the Trust at the address shown, on the back cover of this Prospectus.

Dividends and Distributions. Any income a Portfolio receives is paid out, less expenses, in the form of dividends to its shareholders. The Core Fixed Income Portfolio, U.S. Government Fixed Income Portfolio, Inflation Protected Portfolio, U.S. Corporate Fixed Income Portfolio, U.S. Mortgage/Asset Backed Fixed Income Portfolio, Short-Term Municipal Portfolio, Intermediate Municipal Portfolio, and Intermediate Municipal II Portfolio declare and distribute dividends from net investment income, if any, on a monthly basis. Income dividends, if any, on The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Fixed Income Opportunity Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio and The Catholic SRI Growth Portfolio are paid on a quarterly basis. Dividends on The International Equity Portfolio and The Institutional International Equity Portfolio are paid semi-annually. Dividends on The Emerging Markets Portfolio are paid on an annual basis. Income dividends on each of the Income Portfolios are paid monthly. Capital gains for all Portfolios, if any, are distributed at least annually.

Federal Taxes. The following is a summary of certain U.S. tax considerations relevant under current law, which may be subject to change in the future. Except where otherwise indicated, the discussion relates to investors who are individual U.S. citizens or residents. You should consult your tax adviser for further information regarding federal, state, local and foreign tax consequences relevant to your specific situation.

Portfolio Distributions. Each Portfolio contemplates distributing as dividends each year all or substantially all of its taxable income, including its net capital gain (the excess of net long-term capital gain over net short-term capital loss). Except as discussed below, you will be subject to Federal income tax on Portfolio distributions regardless of whether they are paid in cash or reinvested in additional shares. Portfolio distributions attributable to short-term capital gains and net investment income will generally be taxable to you as ordinary income, which may be taxed for Federal income tax purposes at a rate as high as 37%, except as discussed below.

Distributions attributable to net capital gain of a Portfolio for which the Portfolio reports to shareholders a capital gain distribution for the taxable year in a written statement furnished to the shareholder must be broken down into 20% rate gain distributions, unrecaptured Section 1250 gain distributions, 28% rate gain distributions and Section 1202 gain distributions. A shareholder that receives capital gain distributions from a Portfolio will treat the capital gain distributions as follows: (i) 20% rate gain distributions are treated as long-term capital gains which are taxed at a 20% rate, a 15% rate or zero rate depending upon the shareholder’s taxable income; (ii) unrecaptured Section 1250 gain distributions are treated as long-term capital gains that are taxed at a 25% rate; (iii) 28% rate gain distributions are treated as long-term capital gains that are taxed at a 28% rate; and (iv) Section 1202 gain distributions are gains from the sale or exchange by a Portfolio of qualified small business stock held for more than 5 years and after a 50% exclusion, are taxed at a 28% rate.

Distributions of certain “qualifying dividends” will also generally be taxable to non-corporate shareholders at a maximum rate of twenty percent (20%) (15% if the individual’s income is below a certain level), as long as certain requirements are met. In general, distributions paid by a Portfolio to individual shareholders will be qualifying dividends only to the extent they are derived from qualifying dividends earned by such Portfolio. To the extent that The Real Estate Securities Portfolio invests a significant portion of its assets in REITs (which is anticipated to be the case), distributions attributable to operating income of those REITs will generally not constitute “qualifying dividends”. Accordingly, investors in The Real Estate Securities Portfolio should anticipate that a significant portion of the dividends to them each year will be taxable at the higher rates generally applicable to ordinary income. Because the income of the Income Portfolios primarily is derived from investments earning interest rather than dividend income, generally none of an Income Portfolio’s income dividends will constitute “qualifying dividends”.

 

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Additional Information (continued)

 

 

The use of derivatives by a Portfolio may cause the Portfolio to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain.

The Real Estate Securities Portfolio may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a US REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Portfolio realizes excess inclusion income in excess of certain threshold amounts.

Under 2017 legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”), “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. The TCJA does not contain a provision permitting a RIC, such as a Portfolio, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable a Portfolio to pass through the special character of “qualified REIT dividends” to its shareholders.

Distributions from a Portfolio will generally be taxable to you in the taxable year in which they are paid, with one exception. Distributions declared by a Portfolio in October, November or December and paid in January of the following year are taxed as though they were paid on December 31.

You will be notified annually of the tax status of distributions to you.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts. Net investment income does not include exempt-interest dividends.

You should note that if you purchase shares just before a distribution, the purchase price will reflect the amount of the upcoming distribution, but you will be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a return of capital. This adverse tax result is known as “buying into a dividend.”

Sales or Exchanges. You will generally recognize taxable gain or loss for Federal income tax purposes on a sale, exchange or redemption of your shares in a Portfolio, including an exchange for shares of another Portfolio, based on the difference between your tax basis in the shares and the amount you receive for them. A Portfolio is required to report to you and the IRS annually the tax basis of shares you purchased or acquired on or after January 1, 2012, which will be calculated using the Portfolio’s default method. However, to aid in computing your tax basis, you generally should retain your account statements for the periods during which you held shares. Generally, you will recognize long-term capital gain or loss if you have held your Portfolio shares for over twelve months at the time you dispose of them.

Any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale or redemption of shares of a Portfolio may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of the same Portfolio within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of a Portfolio. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

IRAs and Other Tax-Qualified Plans. One major exception to the foregoing tax principles is that distributions on, and sales, exchanges and redemptions of, shares held in an IRA (or other tax-qualified plan) will not be currently taxable. However, future distributions from IRAs and other tax-qualified plans (other than Roth IRAs, Roth 401(k) plans and other after-tax accounts) are usually taxed as ordinary income.

Other Tax-Exempt Investors. Tax-exempt investors will generally be exempt from federal income tax on dividends received and gains realized with respect to shares of a Portfolio. Tax-exempt investors may, however, be subject to the unrelated business income tax to the extent their investments in a Portfolio are debt-financed. Moreover, certain categories of tax-exempt investors, such as private foundations, may be subject to federal excise tax on their investment income, which would include income and gain from an investment in shares of a Portfolio.

 

201


Additional Information (continued)

 

 

Foreign Taxes Incurred by The International Equity, The Institutional International Equity, The Emerging Markets, The Commodity Returns Strategy, The ESG Growth and The Catholic SRI Growth Portfolios. It is expected that The International Equity, The Institutional International Equity, The Emerging Markets, The Commodity Returns Strategy, The ESG Growth and The Catholic SRI Growth Portfolios will be subject to foreign withholding taxes with respect to dividends or interest received from sources in foreign countries. Each of these Portfolios, except The Commodity Returns Strategy Portfolio, is expected to have more than 50% of its assets at the close of each year invested in stocks or securities of foreign corporations and, therefore, may elect to pass-through to its shareholders their pro rata share of foreign taxes that the Portfolios pay. The Commodity Returns Strategy Portfolio may elect to pass-through to its shareholders their pro rata share of foreign taxes that the Portfolio pays if more than 50% of the value of the assets at the close of the year consists of stock or securities of foreign corporations. If a Portfolio makes such an election and obtains a refund of foreign taxes paid by the Portfolio in a prior year, the Portfolio may be eligible to reduce the amount of foreign taxes reported by the Portfolio to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received. Additionally, if this election is made, shareholders will be: (i) required to include in their gross income (in addition to actual dividends received) their pro rata share of any foreign taxes paid by the Portfolio, and (ii) entitled to either deduct (as an itemized deduction in the case of individuals) their share of such foreign taxes in computing their taxable income or to claim a credit for such taxes against their U.S. income tax, subject to certain limitations under the Code.

The Short-Term Municipal Bond Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. During normal market conditions, it is expected that substantially all of the dividends paid by The Short-Term Municipal Bond Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio will be excludable from gross income for Federal income tax purposes. As previously noted, the Portfolios may, however, invest in certain securities with interest that may be a preference item for the purposes of the alternative minimum tax (although The Short-Term Municipal Bond Portfolio does not currently intend to do so). Tax-exempt income is a factor in determining whether Social Security benefits are taxable. The Portfolios may also realize taxable capital gains. Accordingly, a portion of the Portfolio’s dividends will not be totally exempt from Federal income taxes. In addition, if you receive an exempt-interest dividend with respect to any share and the share is held by you for six months or less, any loss on the sale or exchange of the share will be disallowed to the extent of such dividend amount.

Backup Withholding. A Portfolio may be required in certain cases to withhold and remit to the IRS a percentage of taxable dividends or gross proceeds realized upon the sale of shares that are payable to shareholders who: (i) have failed to provide a correct tax identification number in the manner required, (ii) are subject to withholding by the IRS for failure to properly include on their return payments of taxable interest or dividends, (iii) have failed to certify to the Portfolio that they are not subject to backup withholding when required to do so, or (iv) have failed to certify that they are “exempt recipients.” The current withholding rate, as of the date of this prospectus, is 24%.

U.S. Tax Treatment of Foreign Shareholders. Nonresident aliens, foreign corporations and other foreign investors in a Portfolio will generally be exempt from U.S. federal income tax on Portfolio distributions attributable to net capital gains. The exemption may not apply, however, if the investment in a Portfolio is connected to a trade or business of the foreign investor in the United States or if the foreign investor is present in the United States for 183 days or more in a year and certain other conditions are met.

Portfolio distributions attributable to other categories of Portfolio income, such as dividends from portfolio companies, will generally be subject to a 30% withholding tax when paid to foreign shareholders. There are exemptions from the withholding tax for certain capital gain dividends paid by a Portfolio from net long-term capital gains, exempt interest dividends, interest-related dividends and short-term capital gain dividends, if such amounts are reported by the Portfolio. The withholding tax may, however, be reduced (and, in some cases, eliminated) under an applicable tax treaty between the United States and a shareholder’s country of residence or incorporation, provided that the shareholder furnishes a Portfolio with a properly completed IRS Form W-8, as applicable, to establish entitlement to these treaty benefits. If a shareholder fails to properly certify that they are not a U.S. person, Portfolio distributions will be subject to backup withholding at a rate of 24%.

Foreign shareholders will generally not be subject to U.S. tax on gains realized on the sale, exchange or redemption of shares in a Portfolio. All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in a Portfolio.

 

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Additional Information (continued)

 

 

State and Local Taxes. You may also be subject to state and local taxes on distributions and redemptions, including distributions from The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond Portfolio. State income taxes may not apply, however, to the portions of each Portfolio’s distributions, if any, that are attributable to interest on U.S. government securities or interest on securities of the particular state or localities within the state. You should consult your tax adviser regarding the tax status of distributions in your state and locality.

Other Reporting and Withholding Requirements. Under the Foreign Account Tax Compliance Act (“FATCA”), a Portfolio will be required to withhold a 30% tax on the following payments or distributions made by the Portfolio to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Portfolio shares. A Portfolio may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Portfolio fails to provide the Portfolio with appropriate certifications or other documentation concerning its status under FATCA.

Special Tax Considerations Related to The Commodity Returns Strategy Portfolio. In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, The Commodity Returns Strategy Portfolio must, among other things, derive at least 90% of its income from certain specified sources (such income, “qualified income”). The tax treatment of commodity-linked notes and certain other derivative instruments under tests to qualify as a regulated investment company is not certain. The Trust received a private letter ruling from the IRS confirming that the income and gain arising from certain types of commodity-linked notes in which the Portfolio has the ability to invest in constitutes qualifying income under the Code. In September 2016, the IRS announced that it would no longer issue private letter rulings on questions relating to the treatment of a corporation as a regulated investment company that require a determination of whether a financial instrument or position is a security under section 2(a)(36) of the 1940 Act. (A financial instrument or position that constitutes a security under section 2(a)(36) of the 1940 Act generates qualifying income for a corporation taxed as a regulated investment company.) This caused the IRS to revoke any rulings, like the Portfolio’s ruling, that required such a determination. The portion of the Portfolio’s ruling relating to its investment in commodity-linked notes was revoked by the IRS retroactively to the date of its issuance because the Portfolio did not invest in any commodity-linked notes in reliance on the ruling at the Portfolio level. In addition, the Subsidiaries will invest in commodity-linked swaps and certain other commodity-linked derivatives. The Trust received a private letter ruling from the IRS confirming that income derived from the Portfolio’s investment in the Subsidiaries will constitute qualifying income to the Portfolio. In September 2016, the IRS issued proposed regulations that would require such Subsidiaries to distribute their “Subpart F” income (defined in Section 951 of the Code to include passive income such as income from commodity-linked derivatives) each year in order for a regulated investment company to treat that income as satisfying the Income Requirement. Accordingly, the extent to which the Portfolio invests in commodities or commodity-linked derivatives may be limited by the qualification tests for a regulated investment company, which the Portfolio must continue to satisfy.

In addition, another requirement for qualifying for the special tax treatment accorded regulated investment companies and their shareholders is that the Portfolio must satisfy several diversification requirements, including the requirement that not more than 25% of the value of the Portfolio’s total assets may be invested in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers which the Portfolio controls and which are engaged in the same, similar, or related trades or businesses. Therefore, the Portfolio may not invest any more than 25% of the value of its assets in the Subsidiaries. Absent this diversification requirement, the Portfolio would be permitted to invest more than 25% of the value of its assets in the Subsidiaries.

More information about taxes is in the Statement of Additional Information.

 

203


Financial Highlights

 

The financial highlights tables are intended to help you understand the financial performance of each of the Trust’s Portfolios for the past five years or since inception of the Portfolio, if less than five years. Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that you would have earned or lost on an investment in the Portfolio (assuming reinvestment of all dividends and distributions). This financial information has been audited by [ ], whose report, along with the Trust’s financial statements, is incorporated by reference into the Statement of Additional Information, which is available upon request.

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Total
Distributions to
Shareholders
    Net Asset
Value,
End
of Period
    Total
Return
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers
    Ratio of Net
Investment
Income/(Loss) to
Average Net
Assets
    Portfolio
Turnover Rate(a)
 

The Value Equity Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 19.53     $ 0.42     $ 1.36     $ 1.78     $ (0.44   $ (0.92   $ (1.36   $ 19.95       9.11   $ 599,457       0.27     0.26     2.10     58.60

Year Ended June 30, 2017

    17.70       0.42       2.51       2.93       (0.41     (0.69     (1.10     19.53       16.78     612,508       0.29     0.28     2.22     61.30

Year Ended June 30, 2016

    18.46       0.41       (0.02     0.39       (0.41     (0.74     (1.15     17.70       2.49     583,078       0.27     0.26     2.35     66.86

Year Ended June 30, 2015

    17.88       0.36       0.58       0.94       (0.36     —         (0.36     18.46       5.27     622,022       0.29     0.28     1.95     123.19

The Institutional Value Equity Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 12.99     $ 0.26     $ 0.83     $ 1.09     $ (0.27   $ (0.86   $ (1.13   $ 12.95       8.35   $ 928,683       0.26     0.25     2.04     68.39

Year Ended June 30, 2017

    11.99       0.27       1.69       1.96       (0.26     (0.70     (0.96     12.99       16.66     797,147       0.29     0.28     2.08     55.25

Year Ended June 30, 2016

    13.49       0.27       (0.05     0.22       (0.27     (1.45     (1.72     11.99       2.44     912,029       0.26     0.25     2.24     67.08

Year Ended June 30, 2015

    14.79       0.27       0.44       0.71       (0.28     (1.73     (2.01     13.49       5.05     915,067       0.28     0.27     1.95     119.98

The Growth Equity Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 20.90     $ 0.22     $ 3.70     $ 3.92     $ (0.22   $ (1.06   $ (1.28   $ 23.54       19.12   $ 808,868       0.30     0.29     0.96     39.77

Year Ended June 30, 2017

    18.78       0.19       3.27       3.46       (0.19     (1.15     (1.34     20.90       19.31     786,563       0.31     0.31     0.98     38.28

Year Ended June 30, 2016

    22.37       0.20       1.03       1.23       (0.20     (4.62     (4.82     18.78       5.88     763,770       0.29     0.29     0.99     38.90

Year Ended June 30, 2015

    20.51       0.19       2.10       2.29       (0.19     (0.24     (0.43     22.37       11.27     872,004       0.30     0.30     0.88     57.33

The Institutional Growth Equity Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 16.10     $ 0.18     $ 2.82     $ 3.00     $ (0.18   $ (0.67   $ (0.85   $ 18.25       18.97   $ 1,187,715       0.28     0.28     1.04     43.36

Year Ended June 30, 2017

    14.80       0.17       2.48       2.65       (0.17     (1.18     (1.35     16.10       19.03     1,034,294       0.29     0.29     1.06     21.93

Year Ended June 30, 2016

    17.14       0.16       0.85       1.01       (0.16     (3.19     (3.35     14.80       6.36     1,282,473       0.27     0.27     1.05     37.43

Year Ended June 30, 2015

    16.59       0.16       1.63       1.79       (0.15     (1.09     (1.24     17.14       11.14     1,317,132       0.29     0.28     0.93     96.81

 

(a)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(b)

Per share amounts are based on average shares outstanding.

 

204


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Tax
Return of
Capital
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return(a)
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of Net
Investment
Income/
(Loss) to
Average Net
Assets(b)
    Portfolio
Turnover Rate(a)(c)
 

The Small Capitalization–Mid Capitalization Equity Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 25.23     $ 0.10     $ 4.29     $ 4.39     $ (0.10   $ —       $ —       $ (0.10   $ 29.52       17.42   $ 110,489       0.77     0.76     0.37     61.65

Year Ended June 30, 2017

    21.04       0.02       4.20       4.22       (0.03     —         —         (0.03     25.23       20.07     107,395       0.83     0.82     0.09     48.52

Year Ended June 30, 2016

    22.68       0.02       (1.65     (1.63     (0.01     —         —   (d)      (0.01     21.04       (7.17 )%      98,325       0.79     0.76     0.09     48.89

Year Ended June 30, 2015

    21.22       (0.01     1.48       1.47       (0.01     —         —         (0.01     22.68       6.91     114,754       0.83     0.82     (0.06 )%      67.34

The Institutional Small Capitalization–Mid Capitalization Equity Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 17.08     $ 0.08     $ 2.88     $ 2.96     $ (0.08   $ (1.57   $ —       $ (1.65   $ 18.39       18.11   $ 159,774       0.70     0.70     0.49     95.15

Year Ended June 30, 2017

    14.57       0.02       2.81       2.83       (0.03     (0.29     —         (0.32     17.08       19.50     143,995       0.75     0.75     0.14     47.63

Year Ended June 30, 2016

    16.61       0.03       (1.15     (1.12     —   (d)      (0.90     (0.02     (0.92     14.57       (6.69 )%      192,253       0.72     0.69     0.17     52.38

Year Ended June 30, 2015

    17.19       0.01       1.14       1.15       (0.01     (1.72     —         (1.73     16.61       7.43     200,423       0.81     0.80     0.03     83.94

The Real Estate Securities Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 3.03     $ 0.05     $ 0.05     $ 0.10     $ (0.05   $ (0.09   $ —       $ (0.14   $ 2.99       3.20   $ 131,601       0.74     0.74     1.76     49.59

Year Ended June 30, 2017

    3.39       0.04       (0.05     (0.01     (0.04     (0.31     —         (0.35     3.03       0.44     123,794       0.77     0.77     1.19     58.32

Year Ended June 30, 2016

    3.24       0.05       0.52       0.57       (0.04     (0.38     —         (0.42     3.39       18.81     151,512       0.77     0.77     1.44     51.03

Year Ended June 30, 2015

    3.20       0.04       0.21       0.25       (0.05     (0.16     —         (0.21     3.24       7.44     132,758       0.79     0.79     1.22     60.49

The Commodity Returns Strategy Portfolio HC Strategic Shares(f)

 

             

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 8.48     $ 0.23     $ 1.34     $ 1.57     $ (0.29   $ —       $ —       $ (0.29   $ 9.76       18.61   $ 861,431       0.40     0.35     2.46     28.82

Year Ended June 30, 2017

    7.87       0.18       0.60       0.78       (0.17     —         —         (0.17     8.48       9.87     764,818       0.42     0.42     1.99     56.34

Year Ended June 30, 2016

    8.80       0.14       (0.94     (0.80     (0.13     —         —         (0.13     7.87       (9.01 )%      1,111,071       0.44     0.44     1.89     130.01

Year Ended June 30, 2015

    11.64       0.13       (2.79     (2.66     (0.14     (0.04     —         (0.18     8.80       (22.91 )%      1,193,003       0.63     0.63     1.40     63.29

 

(a)

Not annualized for periods less than one year.

(b)

Annualized for periods less than one year.

(c)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(d)

Amount rounds to less than $0.005 per share.

(e)

For the period September 12, 2013 (commencement of operations) through June 30, 2014.

(f)

Statement has been consolidated.

 

205


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Tax
Return of
Capital
    Total
Distributions to
Shareholders
    Net Asset
Value,
End
of Period
    Total
Return(a)
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of Net
Investment
Income/(Loss) to
Average Net
Assets(b)
    Portfolio
Turnover Rate(a)(c)
 

The ESG Growth Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.65     $ 0.30     $ 0.78     $ 1.08     $ (0.31   $ —       $ —       $ (0.31   $ 11.42       10.16   $ 166,523       0.29     0.29     2.69     15.54

Year Ended June 30, 2017

    9.34       0.27       1.32       1.59       (0.28     —         —         (0.28     10.65       17.19     148,643       0.35     0.34     2.70     25.45

Period Ended June 30, 2016(d)

    10.00       0.24       (0.65     (0.41     (0.23     (0.02     —         (0.25     9.34       (4.16 )%      121,325       0.42     0.42     2.76     35.90

The Catholic SRI Growth Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 12.02     $ 0.34     $ 1.00     $ 1.34     $ (0.34   $ (0.31   $ —       $ (0.65   $ 12.71       11.23   $ 29,413       0.37     0.31     2.65     17.01

Year Ended June 30, 2017

    10.75       0.31       1.58       1.89       (0.35     (0.27     —         (0.62     12.02       18.02     27,992       0.57     0.31     2.85     27.41

Period Ended June 30, 2016(e)

    10.00       0.19       0.74       0.93       (0.18     —         —         (0.18     10.75       8.81     20,324       0.84     0.31     3.88     25.63

The International Equity Portfolio HC Strategic Shares

 

             

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.48     $ 0.33     $ 0.26     $ 0.59     $ (0.33   $ —       $ —       $ (0.33   $ 10.74       5.60   $ 1,213,191       0.44     0.44     2.88     29.94

Year Ended June 30, 2017

    9.00       0.29       1.49       1.78       (0.30     —         —         (0.30     10.48       19.75     1,234,134       0.43     0.42     2.74     52.75

Year Ended June 30, 2016

    11.18       0.28       (1.40     (1.12     (0.27     (0.79     —         (1.06     9.00       (10.15 )%      1,165,041       0.38     0.37     2.75     42.41

Year Ended June 30, 2015

    13.56       0.30       (0.96     (0.66     (0.34     (1.38     —         (1.72     11.18       (4.50 )%      1,522,384       0.38     0.38     2.61     48.85

 

(a)

Not annualized for periods less than one year.

(b)

Annualized for periods less than one year.

(c)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(d)

For the period July 14, 2015 (commencement of operations) through June 30, 2016.

(e)

For the period January 12, 2016 (commencement of operations) through June 30, 2016.

 

206


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers
    Ratio of Net
Investment
Income/
(Loss) to
Average Net
Assets
    Portfolio
Turnover Rate(a)
 

The Institutional International Equity Portfolio HC Strategic Shares

 

           

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 10.38     $ 0.35     $ 0.26     $ 0.61     $ (0.40   $ (0.02   $ (0.42   $ 10.57       5.77   $ 2,332,353       0.40     0.40     3.11     40.38

Year Ended June 30, 2017

    8.87       0.28       1.52       1.80       (0.29     —         (0.29     10.38       20.38     2,452,608       0.40     0.40     2.83     52.79

Year Ended June 30, 2016

    10.58       0.28       (1.28     (1.00     (0.27     (0.44     (0.71     8.87       (9.54 )%      2,586,742       0.36     0.36     3.00     43.96

Year Ended June 30, 2015

    12.58       0.29       (0.89     (0.60     (0.32     (1.08     (1.40     10.58       (4.38 )%      2,869,985       0.36     0.36     2.69     52.55

The Emerging Markets Portfolio HC Strategic Shares

 

           

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 17.92     $ 0.40 (b)    $ (0.13   $ 0.27     $ (0.41   $ —       $ (0.41   $ 17.78       1.34   $ 1,631,863       0.67     0.67     2.09     54.90

Year Ended June 30, 2017

    15.15       0.35       2.84       3.19       (0.42     —         (0.42     17.92       21.51     1,775,379       0.59     0.59     2.04     60.79

Year Ended June 30, 2016

    17.58       0.37       (2.44     (2.07     (0.36     —         (0.36     15.15       (11.66 )%      1,833,571       0.57     0.57     2.82     40.02

Year Ended June 30, 2015

    20.01       0.40       (2.11     (1.71     (0.41     (0.31     (0.72     17.58       (8.48 )%      1,893,047       0.59     0.59     2.32     85.72

The Core Fixed Income Portfolio HC Strategic Shares

 

           

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 9.80     $ 0.22     $ (0.30   $ (0.08   $ (0.23   $ —       $ (0.23   $ 9.49       (0.85 )%    $ 65,387       0.33     0.33     2.26     43.79 %(c) 

Year Ended June 30, 2017

    10.01       0.19       (0.18     0.01       (0.22     —         (0.22     9.80       0.07     85,653       0.33     0.33     1.97     45.74 %(c) 

Year Ended June 30, 2016

    9.78       0.21       0.35       0.56       (0.24     (0.09     (0.33     10.01       5.87     86,767       0.27     0.27     2.11     58.47 %(c) 

Year Ended June 30, 2015

    9.89       0.19       (0.07     0.12       (0.22     (0.01     (0.23     9.78       1.16     96,952       0.27     0.27     1.90     89.60 %(c) 

The Fixed Income Opportunity Portfolio HC Strategic Shares

 

           

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 6.95     $ 0.38     $ (0.10   $ 0.28     $ (0.38   $ —       $ (0.38   $ 6.85       4.06   $ 673,271       0.44     0.44     5.46     37.57

Year Ended June 30, 2017

    6.62       0.39       0.33       0.72       (0.39     —         (0.39     6.95       11.07     673,681       0.43     0.43     5.53     41.48

Year Ended June 30, 2016

    7.08       0.37       (0.43     (0.06     (0.38     (0.02     (0.40     6.62       (0.61 )%      784,435       0.39     0.39     5.57     66.76 %(c) 

Year Ended June 30, 2015

    7.65       0.38       (0.39     (0.01     (0.39     (0.17     (0.56     7.08       0.06     810,466       0.32     0.32     5.27     55.80

 

(a)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(b)

Calculated based on average shares outstanding.

(c)

Portfolio turnover does not include TBA security transactions.

 

207


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Tax
Return of
Capital
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return(a)
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of Net
Investment
Income/(Loss) to
Average Net
Assets(b)
    Portfolio
Turnover Rate(a)(c)
 

The U.S. Government Fixed Income Securities Portfolio HC Strategic Shares

 

 

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 9.84     $ 0.17     $ (0.25   $ (0.08   $ (0.17   $ —       $ —       $ (0.17   $ 9.59       (0.79 )%    $ 233,377       0.19     0.19     1.81     32.58

Year Ended June 30, 2017

    10.30       0.15       (0.36     (0.21     (0.15     (0.10     —         (0.25     9.84       (2.03 )%      215,595       0.19     0.19     1.47     46.76

Year Ended June 30, 2016

    10.02       0.14       0.38       0.52       (0.14     (0.10     —         (0.24     10.30       5.26     241,795       0.17     0.17     1.38     50.10

Year Ended June 30, 2015

    9.94       0.12       0.08       0.20       (0.12     —         —         (0.12     10.02       2.03     262,998       0.17     0.17     1.21     99.54

The Inflation Protected Securities Portfolio HC Strategic Shares

 

 

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.03     $ 0.26     $ (0.08   $ 0.18     $ (0.23   $ —       $ —       $ (0.23   $ 9.98       1.83   $ 401,456       0.16     0.16     2.66     20.77

Year Ended June 30, 2017

    10.40       0.27       (0.35     (0.08     (0.29     —         —         (0.29     10.03       (0.81 )%      361,996       0.15     0.15     2.31     21.69

Year Ended June 30, 2016

    10.02       0.11       0.29       0.40       (0.02     —         —         (0.02     10.40       3.99     493,152       0.15     0.15     1.11     20.88

Year Ended June 30, 2015

    10.25       (0.03     (0.14     (0.17     (0.03     (0.01     (0.02     (0.06     10.02       (1.72 )%      510,176       0.18     0.18     (0.25 )%      27.12

The U.S. Corporate Fixed Income Securities Portfolio HC Strategic Shares

 

 

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.03     $ 0.29     $ (0.41   $ (0.12   $ (0.29   $ (0.03   $ —       $ (0.32   $ 9.59       (1.21 )%    $ 286,956       0.20     0.20     3.00     44.69

Year Ended June 30, 2017

    10.16       0.26       (0.10     0.16       (0.26     (0.03     —         (0.29     10.03       1.62     254,908       0.19     0.19     2.59     40.47

Year Ended June 30, 2016

    9.88       0.27       0.48       0.75       (0.27     (0.20     —         (0.47     10.16       7.92     289,331       0.19     0.19     2.84     64.20

Year Ended June 30, 2015

    10.24       0.27       (0.27     —         (0.27     (0.09     —         (0.36     9.88       (0.01 )%      223,329       0.28     0.28     2.60     158.19

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio HC Strategic Shares

 

 

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 9.59     $ 0.21     $ (0.23   $ (0.02   $ (0.25   $ —       $ —       $ (0.25   $ 9.32       (0.20 )%    $ 205,138       0.23     0.23     2.24     17.13 %(e) 

Year Ended June 30, 2017

    9.88       0.18       (0.22     (0.04     (0.25     —         —         (0.25     9.59       (0.38 )%      183,834       0.22     0.22     1.86     17.58 %(e) 

Year Ended June 30, 2016

    9.81       0.21       0.14       0.35       (0.28     —         —         (0.28     9.88       3.67     208,969       0.19     0.19     2.12     15.24 %(e) 

Year Ended June 30, 2015

    9.87       0.19       —         0.19       (0.25     —         —         (0.25     9.81       1.97     252,028       0.17     0.17     1.91     29.92 %(e) 

 

(a)

Not annualized for periods less than one year.

(b)

Annualized for periods less than one year.

(c)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(d)

For the period April 3, 2014 (commencement of operations) through June 30, 2014.

(e)

Portfolio turnover does not include TBA security transactions.

 

208


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Tax
Return of
Capital
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers
    Ratio of Net
Investment
Income/(Loss) to
Average Net
Assets
    Portfolio
Turnover Rate(a)
 

The Short-Term Municipal Bond Portfolio HC Strategic Shares

 

           

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 9.87     $ 0.11     $ (0.08   $ 0.03     $ (0.10   $ —       $ —       $ (0.10   $ 9.80       0.34   $ 79,612       0.33     0.33     1.23     18.84

Year Ended June 30, 2017

    9.96       0.10       (0.09     0.01       (0.10     —         —         (0.10     9.87       0.12     17,788       0.35     0.35     1.05     25.02

Year Ended June 30, 2016

    9.94       0.12       0.02       0.14       (0.12     —   (b)      —         (0.12     9.96       1.37     18,665       0.31     0.31     1.13     38.47

Year Ended June 30, 2015

    10.04       0.12       (0.10     0.02       (0.12     —         —         (0.12     9.94       0.19     20,933       0.31     0.31     1.18     26.24

The Intermediate Term Municipal Bond Portfolio HC Strategic Shares

 

           

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.08     $ 0.19     $ (0.18   $ 0.01     $ (0.19   $ —       $ —       $ (0.19   $ 9.90       0.13   $ 383,200       0.29     0.29     1.94     26.27

Year Ended June 30, 2017

    10.25       0.20       (0.17     0.03       (0.20     —         —         (0.20     10.08       0.28     385,133       0.28     0.28     1.94     19.75

Year Ended June 30, 2016

    10.06       0.21       0.19       0.40       (0.21     —         —         (0.21     10.25       4.05     406,302       0.26     0.26     2.08     30.35

Year Ended June 30, 2015

    10.11       0.21       (0.05     0.16       (0.21     —         —         (0.21     10.06       1.54     420,423       0.24     0.24     2.03     25.67

The Intermediate Term Municipal Bond II Portfolio HC Strategic Shares

 

           

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.30     $ 0.22     $ (0.21   $ 0.01     $ (0.22   $ —   (b)    $ —       $ (0.22   $ 10.09       0.07   $ 77,455       0.27     0.27     2.14     21.56

Year Ended June 30, 2017

    10.58       0.22       (0.27     (0.05     (0.22     (0.01     —         (0.23     10.30       (0.41 )%      74,163       0.27     0.27     2.13     15.48

Year Ended June 30, 2016

    10.31       0.21       0.27       0.48       (0.21     —   (b)      —         (0.21     10.58       4.77     75,147       0.25     0.25     2.03     11.22

Year Ended June 30, 2015

    10.41       0.19       (0.06     0.13       (0.19     (0.04     —         (0.23     10.31       1.31     77,102       0.25     0.25     1.85     21.51

 

(a)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(b)

Amount rounds to less than $0.005 per share.

 

209


Specialist Manager Guide

 

 

This Specialist Manager Guide sets forth certain information about the Specialist Managers and the individual portfolio managers. Additional information about the Portfolio Managers’ compensation, other accounts managed, and ownership of securities in the respective Portfolios is available in the SAI.

Agincourt Capital Management, LLC (“Agincourt”) serves as the Specialist Manager of The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio. Agincourt is a 100% employee-owned SEC registered investment founded in 1999 by eight investment partners, all formerly investment professionals with Sovran Capital Management. Agincourt is headquartered at 200 South 10th Street, suite 800, Richmond, VA 23219. As of June 30, 2019, Agincourt managed assets of $7.2 billion, in fixed income portfolios for a wide range of institutional clients.

For its services to The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio, Agincourt receives a fee at an annual rate of 0.08% of the average daily net assets of that portion of each Portfolio that is managed by Agincourt. During the fiscal year ended June 30, 2019, Agincourt received fees of [0.08]% of the average daily net assets of each of The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio. For its services to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, Agincourt receives a fee at an annual rate of 0.12% of the average daily net assets of that portion of each Portfolio that is managed by Agincourt. During the fiscal year ended June 30, 2019, Agincourt received fees of [0.00]% of the average daily net assets of each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio.

Day-to-day investment decisions for The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio are the responsibility of L. Duncan Buoyer, Managing Director and Portfolio Manager of Agincourt and B. Scott Marshall, Director and Portfolio Manager, each a member of the Agincourt Investment team. Mr. Buoyer has been Portfolio Manager with Agincourt since 1999, and is a co-owner of the firm. He joined Sovran Capital Management in 1991 and was previously a portfolio manager for C&S Investment Advisors in Atlanta, GA. Mr. Buoyer, a Chartered Financial Analyst, received a BA in Chemistry from the University of North Carolina-Chapel Hill, and an MBA from Emory University. Mr. Marshall has been Portfolio Manager with Agincourt since 1999, and is a co-owner of the firm. He joined Sovran Capital Management in 1997 and was previously an equity trader and operations specialist with Trusco Capital Management in Atlanta, GA. Mr. Marshall, a Chartered Financial Analyst, received a BBA from the University of Tennessee-Chattanooga.

Artisan Partners Limited Partnership (“Artisan Partners”) serves as a Specialist Manager for The International Equity and The Institutional International Equity Portfolios. Artisan Partners, the principal office of which is located at 875 E. Wisconsin Avenue, Suite 800, Milwaukee, WI 53202, has provided investment management services for international equity assets since 1995. As of June 30, 2019, Artisan Partners managed total assets in excess of $113.8 billion, of which approximately $55.3 billion consisted of mutual fund assets. Artisan Partners is a limited partnership organized under the laws of Delaware. Artisan Partners is managed by its general partner, Artisan Investments GP LLC, a Delaware limited liability company wholly-owned by Artisan Partners Holdings LP (“Artisan Partners Holdings”). Artisan Partners Holdings is a limited partnership organized under the laws of Delaware whose sole general partner is Artisan Partners Asset Management Inc. (“APAM”), a publicly traded Delaware corporation. Artisan Partners was founded in March 2009 and succeeded to the investment management business of Artisan Partners Holdings during 2009. Artisan Partners Holdings was founded in December 1994 and began providing investment management services in March 1995.

Mr. Mark L. Yockey, a managing director of Artisan Partners, is jointly responsible for making day-to-day investment decisions for those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Yockey joined Artisan Partners in 1995 as a portfolio manager. Mr. Yockey holds BA and MBA degrees from Michigan State University and is a Chartered Financial Analyst.

Mr. Andrew J. Euretig, a managing director of Artisan Partners, is jointly responsible for overall management of those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Euretig joined Artisan Partners in 2005 as an analyst and has been an Associate Portfolio Manager since 2012. Mr. Euretig holds both a BS and MBA from the Haas School of Business at the University of California, Berkley.

 

210


Mr. Charles Hamker, a managing director of Artisan Partners, is jointly responsible for overall management of those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Hamker joined Artisan Partners in 2000 as an analyst and has been an Associate Portfolio Manager since 2012. Mr. Hamker holds a BA with a specialization in Finance and Economics from The European Business School in Paris.

For its services to The International and Institutional International Equity Portfolios, Artisan Partners receives a fee, payable monthly, at an annual rate of 0.47% of the average daily net assets allocated to Artisan Partners so long as the Combined Assets (as defined below) are greater than $500 million. If the Combined Assets are reduced to $500 million or less due to withdrawals or redemptions, beginning with the first calendar quarter following the date on which such withdrawal or redemption reduced such Combined Assets to $500 million or less, the fee shall be calculated based on average daily net assets of the Portfolio allocated to Artisan Partners at the following annual rates: 0.80% on assets up to $50 million; and 0.60% on assets in excess of $50 million. For purposes of computing Artisan Partners’ fee, the term “Combined Assets” shall mean the sum of: (a) the net assets of The International Equity Portfolio of the HC Capital Trust managed by Artisan Partners; and (b) the net assets of The Institutional International Equity Portfolio of the HC Capital Trust managed by Artisan Partners. For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, during the fiscal year ended June 30, 2019 Artisan Partners received a fee of [0.63]% of the average daily net assets of that portion of each of The International Equity Portfolio and The Institutional International Equity Portfolio allocated to Artisan Partners.

 

211


Breckinridge Capital Advisors, Inc. (“Breckinridge”) serves as Specialist Manager for The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. Breckinridge, which has managed municipal bond portfolios since 1993 and is a registered investment adviser, is headquartered at 125 High Street, Suite 431, Boston, MA 02110.

For its services to The Short-Term Municipal Bond and The Intermediate Term Municipal Bond II Portfolios Breckinridge receives a fee of 0.125% of the average daily net assets of that portion of each Portfolio allocated to Breckinridge. During the fiscal year ended June 30, 2019, Breckinridge received a fee of [0.125]% of the average daily net assets of that portion of each of The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio allocated to Breckinridge. As of June 30, 2019, Breckinridge managed total assets of approximately $38.9 billion.

The Portfolios are managed by a team of investment professionals who are jointly and primarily responsible for making day-to-day investment decisions:

Peter B. Coffin, President, founded Breckinridge in 1993. Prior to founding Breckinridge, Mr. Coffin was a Senior Vice-President and portfolio manager with Massachusetts Financial Services, where he was also a member of the firm’s Fixed Income Policy Committee. Mr. Coffin is a member of Breckinridge’s Board of Directors and Executive Committee.

 

212


Specialist Manager Guide (continued)

 

 

 

Matthew Buscone joined Breckinridge in 2002. Mr. Buscone has been a member of the portfolio management team since 2008, after having served as a trader at Breckinridge. Mr. Buscone co-heads the portfolio management team and is a member of Breckinridge’s Executive Committee.

Jeffrey Glenn, CFA, joined Breckinridge in 2012 as a trader. Mr. Glenn transitioned to the portfolio management team in 2015. Prior to joining Breckinridge, Mr. Glenn was an associate portfolio manager/analyst at Brandes Investment Partners from 2002 to 2012. Mr. Glenn serves as a co-head of the portfolio management team.

Sara Chanda, joined Breckinridge in 2010. She has been a member of the portfolio management team since 2013, after spending her first few years at Breckinridge as a trader. Ms. Chanda was a Vice President and trader at Eaton Vance Management from 1999 to 2003.

Ji Young Jung, CFA, joined Breckinridge in 2010. She has been a member of the portfolio management team since 2013, after spending her first few years at Breckinridge as a credit analyst and a portfolio analyst. Prior to joining Breckinridge, Ms. Jung worked as an analyst for Assured Guaranty from 2009 to 2010.

Eric Haase, CFA, joined Breckinridge and the portfolio management team in 2016. Previously, Mr. Haase was employed at SCS Financial LLC from 2005 to 2016 most recently as a portfolio manager focusing on tax-exempt separate accounts and conducting manager research across fixed income sectors.

Khurram Gillani joined Breckinridge in 2012. He has been a member of the portfolio management team since 2016, after having served as a credit analyst at Breckinridge. Prior to joining Breckinridge, he was a municipal credit intern at C.W. Henderson & Associates, and an options and derivatives research analyst at TDD Options.

Allyson Gerrish joined Breckinridge and the portfolio management team in 2018. She was a portfolio manager at Columbia Threadneedle from 2013 to 2018.

Cadence Capital Management LLC (“Cadence”) serves as Specialist Manager for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio. Cadence is a wholly owned subsidiary of Pacific Global Asset Management and is an investment adviser registered with the Securities and Exchange Commission pursuant to the Investment Advisers Act. Its headquarters are located at 265 Franklin Street, Boston, MA 02110. As of June 30, 2019, Cadence had approximately $2.8 billion in assets under management.

For its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.065% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%. During the fiscal year ended June 30, 2019, Cadence received a fee of [0.065]% of the average daily net assets of that portion of each of The Value Equity Portfolio and The Institutional Value Equity Portfolio allocated to Cadence. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio.

For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those

 

213


Specialist Manager Guide (continued)

 

 

 

assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies. During the fiscal year ended June 30, 2019, Cadence received a fee of [0.10]% of the average daily net assets of that portion of each of The International Equity Portfolio and The Institutional International Equity Portfolio allocated to Cadence’s developed markets strategies. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets to emerging markets strategies of The International Equity Portfolio and The Institutional International Equity Portfolio.

For its services to The Emerging Markets Portfolio, Cadence receives a fee from the Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.13% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Emerging Markets Portfolio.

Mr. J. Paul Dokas and Mr. Robert E. Ginsberg are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Cadence. Mr. Dokas is Senior Portfolio Manager, Managing Director and joined Cadence in 2013. Previously, Mr. Dokas served as Director – Investments at Hirtle Callaghan from November 2007 to May 2013. He holds a Bachelors of Business Administration from Loyola College, an MBA from the University of Maryland and added Chartered Financial Analyst (CFA) designation in 1987. Mr. Ginsberg is Senior Portfolio Manager, Managing Director and joined Cadence in 2011. Previously, Mr. Ginsberg served as a Senior Analyst at Invesco from September 2008 to July 2011. Mr. Ginsberg was also a Managing Director and Portfolio Manager at Putnam Investments from August 2004 to January 2008. He holds a BS in Economics and an MBA, both from The Wharton School. He earned his CFA designation in 2000.

Causeway Capital Management LLC (“Causeway”) serves as a Specialist Manager for The International Equity and The Institutional International Equity Portfolios. Causeway’s headquarters are located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025. As of June 30, 2019, Causeway, which is registered as an investment adviser with the SEC, had total assets under management of approximately $51.7 billion, of which $20.2 billion consisted of mutual fund assets.

For its services to The International and Institutional International Equity Portfolios, Causeway receives a fee, payable monthly, at an annual rate of 0.45% of the average daily net assets allocated to Causeway. During the fiscal year ended June 30, 2019, Causeway received a fee of [0.45]% of the average daily net assets of each portion of The International Equity Portfolio and The Institutional International Equity Portfolio allocated to Causeway.

Day-to-day management of those assets of The International Equity and Institutional International Equity Portfolios allocated to Causeway is the responsibility of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng, Conor Muldoon, Alessandro Valentini, Ellen Lee and Steven Nguyen. Ms. Ketterer, Mr. Hartford, Mr. Doyle and Mr. Eng have been investment professionals with Causeway since 2001 and Mr. Muldoon has been an investment professional with Causeway since 2003. Mr. Valentini has served as an investment professional with Causeway since July 2006. Ms. Lee has served as an investment professional with Causeway since August 2007. Mr. Nguyen has served as an investment professional with Causeway since 2012. Ms. Ketterer and Mr. Hartford were co-founders of Causeway in 2001, and serve as the firm’s chief executive officer and president, respectively. Ms. Ketterer and Mr. Hartford previously served as co-heads of the International and Global Value Equity Team of the Hotchkis and Wiley division of Merrill Lynch Investment Managers, L.P. (“Hotchkis and Wiley”). Messrs. Doyle and Eng, directors of Causeway, were also associated with the Hotchkis and Wiley International and Global Value Equity Team prior to joining Causeway in 2001. Mr. Muldoon, a director of Causeway, previously served as an investment consultant for Fidelity Investments as a liaison between institutional clients and investment managers within Fidelity. Mr. Valentini, a director of Causeway, previously served as a summer research analyst at Thornburg Investment Management and as a financial analyst at Goldman Sachs in the European Equities Research-Sales division. Ms. Lee, a director of Causeway, previously served as an intern at Tiger Asia, as an associate in the Mergers and Acquisitions division of Credit Suisse First Boston in Seoul, and as an analyst in the Mergers and Acquisitions division of Credit Suisse First Boston in Hong Kong. Mr. Nguyen, a director of Causeway, previously served as a senior credit analyst at Bradford & Marzec and as a credit analyst/portfolio manager in the corporate bond department of Allegiance Capital.

 

214


Specialist Manager Guide (continued)

 

 

 

City of London Investment Management Company Limited (“CLIM”) serves as a Specialist Manager for The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. CLIM is authorized and regulated by the Financial Conduct Authority. The firm is also registered as an investment adviser with the SEC pursuant to the Investment Advisers Act and is headquartered in its London location at 77 Gracechurch Street, London, EC3V 0AS, United Kingdom (UK) and has its U.S. office in Coatesville, Pennsylvania. CLIM is a wholly owned subsidiary of City of London Investment Group PLC (CLIG) and comprises 100% of CLIG’s revenues. As of June 30, 2019, CLIM had total assets under management of approximately $5.4 billion, of which none represented assets of mutual funds managed in accordance with investment policies similar to those employed in managing the International Equity, Institutional International Equity, Emerging Markets, Fixed Income Opportunity, The Intermediate Term Municipal Bond and The Intermediate Term Municipal Bond II Portfolios. CLIM was formed in 1991 in London, England and was incorporated in 1993. CLIG is a publicly-held company with a listing on the London Stock Exchange.

For its services to the Portfolios, CLIM receives an annual fee, calculated daily and payable quarterly (monthly in the case of the Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio), based on an annual percentage of the average daily net assets of the Portfolio allocated to CLIM from time to time as follows:

 

The International Equity Portfolio

  

0.80% on the first $50 million in Combined Assets; and 0.40% thereafter*

The Institutional International Equity Portfolio

  

0.80% on the first $50 million in Combined Assets; and 0.40% thereafter*

The Emerging Markets Portfolio

  

1.00% on the first $100 million in Combined Assets; 0.80% on the next $100 million and 0.50% thereafter**

The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio

  

0.45%

  

 

*

For the International Equity and Institutional International Equity Portfolios, “Combined Assets” shall mean the sum of: the average daily net assets managed by CLIM in each of the International Equity and Institutional International Equity Portfolios; and the net assets invested in the same strategy as these Portfolios that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser.

**

For The Emerging Markets Portfolio, “Combined Assets” shall mean the sum of: the average daily net assets managed by CLIM in The Emerging Markets Portfolio; and the net assets invested in the same strategy as the Portfolio that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser.

During the fiscal year ended June 30, 2019, CLIM received a fee of [0.61]% of the average daily net assets of The Institutional International Equity Portfolio and             % of the average daily net assets of The Intermediate Term Municipal Bond Portfolio. During the fiscal year ended June 30, 2019, CLIM was not allocated assets of The International Equity Portfolio, The Emerging Markets Portfolio, The Fixed Income Opportunity Portfolio or The Intermediate Term Municipal Bond II Portfolio.

Day-to-day portfolio management of those assets of the International Equity and Institutional International Equity Portfolios allocated to CLIM will be the responsibility of a team led by Michael Edmonds. Day-to-day portfolio management of those assets of The Emerging Markets Portfolio allocated to CLIM will be the responsibility of a team led by Mark Dwyer. Day-to-day portfolio management of those assets of The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio allocated to CLIM will be the responsibility of a team led by James Millward. All assets managed by CLIM are managed in a team approach with input from portfolio managers, research analysts and other investment professionals across all five of the firm’s global offices. Team members conduct research, make investment recommendations and are an integral part of the investment process.

Mr. James Millward is a Portfolio Manager based in the London office. James joined CLIM in 2009 and is responsible for tactical and multi-asset products at CLIM. Prior to joining CLIM, James worked in a proprietary trading role for the Equity Derivatives group of Societe Generale S.A. in London, focusing on closed-end fund arbitrage and special situations strategies. James also held positions at Linklaters LLP and Commerzbank A.G. He holds a BSc (Hons) in Economics from the London School of Economics and Political Science.

 

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Specialist Manager Guide (continued)

 

 

 

Mr. Michael Edmonds is the Lead Portfolio Manager for the Global Developed CEF strategy based in the Philadelphia office. Michael rejoined CLIM in 2009. He had previously worked in the London office of both Olliff & Partners from 1992 to 1996 and CLIM from 1996 to 1998. Prior to rejoining CLIM, Michael spent over eight years at Morgan Stanley Investment Management with roles in marketing and product management and development. He holds a BA (Hons) in Financial Services from the University of West England and has passed the Investment Management Certificate (IMC). He is also a CFA Charterholder and a Chartered Alternative Investment Analyst.

Mr. Michael Sugrue is a Portfolio Manager for the Global Developed CEF strategy based in the London Office. Michael joined CLIM in 1996 and was initially in a support role culminating in him becoming Head of Administration in 2000-2001. Michael worked for an extended period of time in the U.S. office, where he relocated in order to support the founder before ultimately becoming a Portfolio Manager for the Emerging Markets CEF strategy in 2004. Michael returned to London in 2008 as a Portfolio Manager for the Emerging Markets CEF team before transitioning to the Global Developed CEF strategy in 2013.

Mr. Mark Dwyer is Group Chief Investment Officer based in the London office. Mark re-joined CLIM in 2012. Prior to re-joining CLIM, Mark spent over eight years as a Director within the Wealth Management Unit of Banco Comercial Português, where he was primarily in charge of the investment team responsible for fund selection. He had previously established CLIMs Singapore Office in 2000 where he spent two years as a Portfolio Manager before returning to London where he was head of the emerging market closed-end fund investment team until 2003. He also worked in the U.S. office from 1997-1999 as a Portfolio Manager and the London office from 1995-1996 as a research analyst. He holds a BA (Hons) in Economics from Kingston University, and is a CFA Charterholder.

Fort Washington Investment Advisors, Inc. (“Fort Washington”) serves as a Specialist Manager for The Fixed Income Opportunity Portfolio. Fort Washington is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act. Fort Washington is located at 303 Broadway, Suite 1200, Cincinnati, OH 45202. As of June 30, 2019, Fort Washington and its advisory affiliates had total assets under management of approximately $60.6 billion in assets under management.

Messrs. Bauer and Jossart are the individuals primarily responsible for the day-to-day management of the portion of the Portfolio’s assets allocated to Fort Washington. Garrick Bauer is a Vice President and Co-Portfolio Manager focusing on high yield fixed income securities. Garrick joined the firm in 2013. Prior to joining Fort Washington, he worked at Wellington Management Company as a credit portfolio manager on several mutual funds. While at Wellington he was also an analyst on the High Yield team following a variety of sectors. Prior to Wellington Management, he worked at Summit Investment Partners and PricewaterhouseCoopers. Garrick received his BS in Accounting from Miami University and his Masters in Business Administration from the University of Virginia. He is a CFA charterholder and earned the Certified Public Accountant designation (inactive). Timothy Jossart is a Vice President, Co-Portfolio Manager and a Senior Credit Analyst focusing on high yield fixed income securities. Timothy joined the firm in 1996 as a member of the Public Equity team before moving to High Yield in 2005. Prior to joining Fort Washington, Tim worked for Star Bank in Cincinnati where he was an equity analyst supporting Trust Department investments. Prior to his work at Star Bank, he spent two and a half years as a credit analyst with PNC Bank overseeing corporate credits. Timothy received a BBA in Finance from the University of Wisconsin-Madison. He is a CFA charterholder.

For its services to the Portfolio, Fort Washington receives a fee at the annual rate of 0.40% of the first $25 million of the Combined Assets (as defined below) that may, from time to time, be allocated to it by the Adviser, 0.375% of the next $25 million, 0.3375% of the next $50 million, 0.25% of the next $100 million and 0.20% on all assets allocated to Fort Washington if the average daily net assets exceeds $200 million. For the purposes of computing Fort Washington’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the assets managed by Fort Washington in The Fixed Income Opportunity Portfolio and certain other assets managed by Fort Washington for clients of Hirtle Callaghan and Co., LLC. During the fiscal year ended June 30, 2019, Fort Washington received a fee of [ 0.20]% of the average daily net assets of the portion of The Fixed Income Opportunity Portfolio allocated to Fort Washington.

Frontier Capital Management Company, LLC (“Frontier”) serves as a Specialist Manager for The Small Capitalization-Mid Capitalization Equity and The Institutional Small Capitalization-Mid Capitalization Equity Portfolios. Frontier, the principal offices of which are located at 99 Summer Street, Boston, MA 02110, was established in 1980 and is a registered investment adviser. Frontier had, as of June 30, 2019, approximately $14.0 billion in assets under management, of which approximately $6.2 billion represented assets of mutual funds. Affiliated Managers Group, Inc. (“AMG”), a Boston-based asset management holding company, holds a majority interest in Frontier. Shares of AMG are listed on the New York Stock Exchange (Symbol: AMG). For its services to The Small Capitalization-Mid Capitalization Equity and The Institutional Small Capitalization-Mid

 

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Capitalization Equity Portfolios, Frontier receives a fee based on the average daily net asset value of that portion of the Portfolio’s assets managed by it, at an annual rate of 0.45% on the first $90 million of the Combined Assets (as defined below), and 0.75% for all assets allocated to it in excess of $90 million of such Combined Assets. During the fiscal year ended June 30, 2019, Frontier received fees of [0.45]% of the average daily net assets of that portion of each of The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio allocated to Frontier. The term “Combined Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Frontier from time-to-time along with the net assets of each of those separately managed accounts advised by Hirtle Callaghan & Co. LLC for which Portfolio Manager provides day-to-day portfolio management services.

Michael Cavarretta, Andrew Bennett and Peter Kuechle are responsible for making the day-to-day investment decisions for that portion of the Portfolios’ assets assigned to Frontier. Mr. Cavarretta has been Chairman of Frontier since 2010, is a Chartered Financial Analyst and has been an investment professional with Frontier since 1988. He received a B.S. from the University of Maine and an MBA from Harvard Business School. Mr. Bennett is a Chartered Financial Analyst and has been an investment professional at Frontier since 2003. He received a B.A. from Wheaton College. Mr. Kuechle has been an investment professional at Frontier since 2002. He received a B.A. from Dartmouth College and an MBA from Harvard Business School.

Jennison Associates LLC (“Jennison”), a registered investment adviser since 1969, serves as a Specialist Manager for The Growth Equity and The Institutional Growth Equity Portfolio. Jennison’s principal offices are located at 466 Lexington Avenue, New York, NY 10017. For its services to The Growth Equity and The Institutional Growth Equity Portfolios, Jennison receives a maximum annual fee of 0.30% of the average daily net assets of that portion of Portfolios allocated to Jennison (the “Jennison Account”). Jennison’s fee may be lower, however, to the extent the application of the fee schedule set forth below (“Combined Fee Schedule”) to the aggregate market value of the Jennison Account and certain other assets managed by Jennison, for clients of the Adviser, (“Related Accounts”) (together, the “Combined Assets”) results in a lower fee. Under the Combined Fee Schedule, Jennison would receive from The Growth and Institutional Growth Equity Portfolios advisory fees as set forth in the table below. For purposes of the Combined Fee Schedule, a “Related Account” is an account that is managed by Jennison in a manner similar in terms of investment objectives and strategy to the Jennison Account for the benefit of institutional investors who are clients of the Adviser.

 

For Combined Assets of:

  

The fee* paid to Jennison would be:

On the First $10 million

  

0.75% of the avg. daily net assets of those Combined Assets

On the Next $30 million

  

0.50% of the avg. daily net assets of those Combined Assets

On the Next $25 million

  

0.35% of the avg. daily net assets of those Combined Assets

One the Next $335 million

  

0.25% of the avg. daily net assets of those Combined Assets

One the Next $600 million

  

0.22% of the avg. daily net assets of those Combined Assets

On the next $4 billion

  

0.20% of the avg. daily net assets of those Combined Assets

Over $5 billion

  

0.25% of the avg. daily net assets of those Combined Assets

 

*

Under the Combined Fee Schedule, the fee paid to Jennison is subject to the maximum annual fee of the average daily net assets of that portion of Portfolios allocated to Jennison.

For its services to The Growth Equity Portfolio and The Institutional Growth Equity Portfolio during the fiscal year ended June 30, 2019, Jennison received a fee of [0.28]% of the average daily net assets of that portion of each of The Growth Equity Portfolio and The Institutional Growth Equity Portfolio, respectively, allocated to the Jennison Account. As of June 30, 2019, Jennison managed in excess of $178 billion in assets, of which approximately $86 billion represented assets of mutual funds. Jennison is organized under the laws of Delaware as a single member limited liability company whose sole member is PGIM, Inc., which is a direct, wholly owned subsidiary of PGIM Holding Company LLC, which is a direct, wholly owned subsidiary of Prudential Financial, Inc.

Day-to-day management of those assets of The Growth Equity and Institutional Growth Equity Portfolios allocated to Jennison is the responsibility of Ms. Kathleen A. McCarragher, Ms. Rebecca Irwin, Ms. Natasha Kuhlkin and Mr. Blair A. Boyer. The portfolio managers share final authority over all aspects of the portion of The Growth Equity and The Institutional Growth Equity Portfolios allocated to Jennison, including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment and management of cash flows.

Kathleen A. McCarragher is a Managing Director, the Head of Growth Equity and a large cap growth equity portfolio manager. She joined Jennison in May 1998. Prior to joining Jennison, Ms. McCarragher spent six years with Weiss, Peck & Greer LLC where she was a Managing Director and the Director of Large Cap Growth Equities. Prior to that, Ms. McCarragher spent 10 years with State Street Research & Management. Ms. McCarragher earned a BBA, summa cum laude, in finance and economics from the University of Wisconsin-Eau Claire and an MBA from Harvard Business School.

 

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Blair A. Boyer is a Managing Director, Co-Head of Large Cap Growth Equity and a large cap growth equity portfolio manager. He joined Jennison in March 1993 as an international equity analyst and joined the large cap growth team as a portfolio manager in 2003. Prior to joining Jennison, he managed international equity portfolios at Arnhold and S. Bleichroeder for five years. Prior to that, he was a research analyst and then a senior portfolio manager at Verus Capital. Mr. Boyer earned a BA in economics from Bucknell University and an MBA from The New York University Stern School of Business.

Rebecca Irwin is a Managing Director and a large cap growth equity portfolio manager and research analyst. She joined Jennison in September 2006. Prior to joining Jennison, Ms. Irwin was a health care analyst at Viking Global Investors. Prior to that, she was at UBS and at Salomon Smith Barney. Ms. Irwin earned a BA in economics from Queen’s University at Kingston, an LLB from the University of Toronto, and an LLM from Harvard Law School.

Natasha Kuhlkin, CFA, is a Managing Director and a large cap growth equity portfolio manager and research analyst. She joined Jennison in May 2004. Prior to joining Jennison, Ms. Kuhlkin was an equity research analyst at Evergreen Investment Management then Palisade Capital Management. Ms. Kuhlkin earned a BS, magna cum laude, in accounting from Binghamton University and she holds the Chartered Financial Analyst (CFA) designation.

The portfolio managers for the portion of The Growth Equity and The Institutional Growth Equity Portfolios allocated to Jennison are supported by other Jennison portfolio managers, research analysts and investment professionals. Team members conduct research, make securities recommendations and support the portfolio managers in all activities. Members of the team may change from time to time.

Lazard Asset Management LLC (“Lazard”) serves as a Specialist Manager for The Institutional International Equity Portfolio. For its services to The Institutional International Equity Portfolio, Lazard receives at the annual rate of 0.40% of the average daily net assets of the first $75 million and 0.35% on the excess over $75 million of that portion of the assets of the Portfolio managed by Lazard. Lazard’s principal offices are located at 30 Rockefeller Plaza, New York, NY, 10112, and Lazard is a wholly owned subsidiary of Lazard Frères & Co. LLC. As of June 30, 2019, Lazard had total assets under management of approximately $[214.0] billion. During the fiscal year ended June 30, 2019, Lazard received a fee of [0.36]% of the average daily net assets of the portion of The Institutional International Equity Portfolio allocated to Lazard.

Day-to-day investment decisions for the portion of The Institutional International Equity Portfolio are the responsibility of Paul Moghtader, Taras Ivanenko, Alex Lai and Craig Scholl. Paul Moghtader, Managing Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1992. Prior to joining Lazard in 2007, Paul was Head of the Global Active Equity Group and a Senior Portfolio Manager at State Street Global Advisors (SSgA). At SSgA Paul was the senior manager responsible for the research and portfolio management of all multi-regional active quantitative equity strategies. Previously, Paul was an analyst at State Street Bank. He began his career at Dain Bosworth as a research assistant. Paul has a Master of Management (MM) from Northwestern University and a BA in Economics from Macalester College. Taras Ivanenko, Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1995. Prior to joining Lazard in 2007, Taras was a Senior Portfolio Manager in the Global Active Equity group at State Street Global Advisors (SSgA). Earlier at SSgA, he was a Principal and Senior Application Development Architect in the Equity Systems group. Previously, Taras was an analyst in Quantitative Research and Trading Systems at Oxbridge Research. He has a Ph.D. in Physics from Massachusetts Institute of Technology and an Engineer-Physicist degree from Moscow Physical-Technical Institute. Alex Lai, Senior Vice President, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 2002. Prior to joining Lazard in 2008, Alex was a Vice President and Quantitative Portfolio Manager in the Global Active Equity group at State Street Global Advisors (SSgA). Prior to that, Alex was an investment-banking analyst at Lehman Brothers Asia in Hong Kong. He has an MS in Finance from Boston College and a BBA (Hons) in Finance and Accounting from the University of Michigan, Ann Arbor. Craig Scholl, Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1984. Prior to joining Lazard in 2007, Craig was a Principal and a Senior Portfolio Manager in the Global Active Equity group at State Street Global Advisors (SSgA). Previously he was Managing Director of Public Equities for the Virginia Retirement System, where he was responsible for internally and externally managed portfolios. Prior to that, Craig was a pension investment manager for two large corporations. He also worked as a consultant with InterSec Research and a vice president in data analytics at Lynch, Jones & Ryan. Craig has a BS in Finance and Public Communications from Syracuse University. He is a member of the Boston Security Analysts Society.

 

 

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[to be updated]Mellon Investments Corporation (“Mellon”), serves as a Specialist Manager for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Core Fixed Income Portfolio, The Fixed Income Opportunity Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio, The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio and The Intermediate Term Municipal Bond Portfolio. Mellon, formerly BNY Mellon Asset Management North America Corporation, is a wholly-owned indirect subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”) and is headquartered at BNY Mellon Center, One Boston Place, Boston, Massachusetts 02108.

For its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the “Portfolios”), Mellon receives a fee from each Portfolio, calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, so long as the aggregate assets allocated to Mellon (“Combined Mellon Assets” as defined below) exceed $2 billion, at the following annual rate of: 0.04% of assets committed to Mellon’s Index Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.065%); 0.065% of the assets committed to Mellon’s Factor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.075%); and, with respect to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio, 0.08% of the assets committed to Mellon’s U.S. MultiFactor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.010%). The term “Combined Mellon Assets” means the sum of: (a) the net assets of the Portfolios, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Mellon; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Mellon provides portfolio management services using the strategies employed in the Trust Portfolios. During the fiscal year ended June 30, 2019, Mellon received fees of [0.065]% of the average daily net assets for each portion of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio allocated to Mellon pursuant to the then (prior to December 11, 2018) compensation arrangements.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Mellon receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%. During the fiscal year ended June 30, 2019, Mellon received fees of [0.10]% of the average daily net assets for the portion of The Commodity Returns Strategy Portfolio allocated to Mellon. Mellon did [not] manage any assets of The Real Estate Securities Portfolio during the fiscal year ended June 30, 2019.

For its services to the ESG Growth Portfolio and Catholic SRI Growth Portfolios, Mellon receives a fee of 0.16% of the average daily net assets of that portion of the assets of each Portfolio managed by it.

For its services to The Intermediate Term Municipal Bond Portfolio, Mellon receives a fee, at the annual rate of 0.25% for the first $100 million of the “Combined Assets” of that portion of the Portfolio allocated to Mellon and 0.15% of those Combined Assets (as defined below) exceeding $100 million, subject to a maximum annual fee of 0.20% of the average daily of net assets of the Portfolio. For the purposes of computing Mellon’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the municipal securities strategy assets managed by Mellon in The Intermediate Term Municipal Bond Portfolio and certain other similar assets managed by Mellon for clients of Hirtle Callaghan and Co., LLC. During the fiscal year ended June 30, 2019, Mellon received a fee of [0.16]% of the Portfolio’s average daily net assets.

The Portfolio Manager for the Value Equity Portfolio (the Index Strategy), Institutional Value Equity Portfolio (the Index Strategy), Growth Equity Portfolio (the Index Strategy), Institutional Growth Equity Portfolio (the Index Strategy), Small Capitalization-Mid Capitalization Equity Portfolio (the Index Strategy), and Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the Index Strategy) is Karen Wong. The Portfolio Managers for the ESG Growth and Catholic SRI Growth Portfolios are William Cazalet and Peter Goslin. The Portfolio Managers for the Value Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Institutional Value Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Growth Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Institutional Growth Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Small Capitalization-Mid

 

219


Capitalization Equity Portfolio (the Factor Strategy) and Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the Factor Strategy) are William Cazalet and Peter Goslin. The Portfolio Managers for The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and, with respect to the passively managed assets of, The Emerging Markets Portfolio, regarding the portions of such Portfolios allocated to Mellon, are Karen Wong, William Cazalet and Peter Goslin. The Portfolio Managers for The Inflation Protected Securities Portfolio are Nancy Rogers, Paul Benson and Stephanie Shu.

Karen Q. Wong, CFA is a Managing Director and Head of Index Portfolio Management at Mellon. She has an M.B.A. and a B. S. from San Francisco State University. Ms. Wong has 19 years of investment experience and joined Mellon Capital (now Mellon) in 2000. Ms. Wong is the head of index portfolio management responsible for overseeing all equity and fixed income indexing and beta strategies, including exchange traded funds (ETFs) and is responsible for refinement and implementation of the index portfolio management process. Prior to joining Mellon she worked as a security analyst at Redwood Securities. She is member of the CFA Institute and the CFA Society of San Francisco and is also a member of S&P Index Advisory Panel, MSCI Index Client Advisory Committee, and FTSE Russell Americas Regional Advisory Committee.

William Cazalet, CAIA, is a Managing Director and Head of Multi-Factor Equity Strategies at Mellon. He has an M.S.M from Stanford University Graduate School of Business and an M.A. from Cambridge University. Mr. Cazalet has 24 years of investment experience and joined Mellon in 2013. Mr. Cazalet manages the entire team of portfolio managers for all multi-factor equity, long/short equity, enhanced indexing, and equity smart beta strategies.

Peter Goslin, CFA is a Director and Senior Portfolio Manager for the Multi-Factor Equity Strategies at Mellon. Mr. Goslin has 30 years of investment experience with tenure of 19 years at Mellon. Mr. Goslin has an M.B.A. from the University of Notre Dame in Finance. Prior to joining Mellon, Mr. Goslin was a derivatives trader and NASDAQ market maker for Merrill Lynch and ran Merrill’s Equity Index Option desk at the Chicago Mercantile Exchange.

Day-to-day investment decisions for the portions of The Core Fixed Income Portfolio and The U.S. Government Fixed Income Securities Portfolio allocated to Mellon are the responsibility of Nancy Rogers, CFA, Paul Benson, CFA, CAIA, and Gregg Lee, CFA. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon (formerly Mellon Capital). Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Lee is a Vice President, Senior Portfolio Manager at Mellon with 29 years of finance and investment experience and 29 years at the firm. He earned a B.S. at University of California at Davis. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor.

Day-to-day investment decisions for the portion of The Fixed Income Opportunity Portfolio allocated to Mellon are the responsibility of Nancy Rogers, CFA, Manuel Hayes, Paul Benson, CFA, CAIA, and Stephanie Shu, CFA.

Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Hayes is a Senior Portfolio Manager with 14 years investment experience and 9 years at Mellon. He earned a B.S at the University of California at Berkeley. Ms. Shu is a Director, Senior Portfolio Manager with 21 years of investment experience and 18 years at Mellon. She earned an M.S. at Texas A&M University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at Mellon. He earned a B.A. at the University of Michigan at Ann Arbor.

The Portfolio Managers for The Inflation Protected Securities Portfolio are Nancy Rogers, CFA, Paul Benson, CFA, CAIA, and Stephanie Shu, CFA. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor. Ms. Shu is a Director, Senior Portfolio Manager with 21 years of investment experience and 18 years at Mellon. She earned a M.S. at Texas A&M University.

Day-to-day investment decisions for the portion of The U.S. Corporate Fixed Income Securities Portfolio allocated to Mellon is the responsibility of Nancy Rogers, CFA, Paul Benson, CFA, CAIA and Manuel Hayes. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor. Mr. Hayes is a Senior Portfolio Manager with 14 years investment experience and 9 years at Mellon. He earned a B.S at the University of California at Berkeley.

 

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Day-to-day investment decisions for The Intermediate Term Municipal Bond Portfolio are the responsibility of Daniel Marques. Mr. Marques is a Director of Individual Portfolio Management and Senior Portfolio Manager for institutional accounts. He has been with Mellon since 2000.

As of June 30, 2019, Mellon had assets under management (AUM) totaling approximately $[549.8] billion, which includes overlay strategies.

Pacific Investment Management Company LLC (“PIMCO”) serves as a Specialist Manager for The Institutional Value Equity, The Institutional Growth Equity and The Commodity Returns Strategy Portfolios. PIMCO is an investment adviser registered with the SEC pursuant to the Investment Advisers Act. Its headquarters are located at 650 Newport Center Drive, Newport Beach, CA 92660. As of June 30, 2019, PIMCO had total assets under management of approximately $1.844 trillion, of which approximately $499 billion represented assets of mutual funds.

For its services to The Institutional Value Equity and The Institutional Growth Equity Portfolios related to the enhanced index strategy, PIMCO receives an annual fee of 0.25% of that portion of each Portfolio’s assets allocated to PIMCO from time to time. For its services to The Institutional Value Equity and The Institutional Growth Equity Portfolios with respect to the RAFI US Multifactor Strategy, PIMCO receives an annual fee from each Portfolio, at the annual rate of 0.175% of the first $600 million of the Combined RAFI US Multifactor Strategy Assets (as defined below); 0.15% on the next $700 million of Combined RAFI US Multifactor Strategy Assets; and 0.125% on Combined RAFI US Multifactor Strategy Assets over $1.3 billion. Should these aggregate assets not reach or fall below $600 million, PIMCO’s fee will be calculated at an annual rate of 0.20%; however, for the twelve month period ending December 20, 2019, this fee for the minimum asset requirement is being voluntarily waived to 0.175% of each Portfolio’s average daily net assets of the account. The term “Combined RAFI US Multifactor Strategy Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to PIMCO’s RAFI US Multifactor Strategy from time-to-time. During the fiscal year ended June 30, 2019, PIMCO was [not] allocated assets of The Institutional Value Portfolio, The Institutional Growth Equity Portfolio and The Commodity Returns Strategy Portfolio. See the “Parametric Portfolio Associates LLC” section of the “Specialist Manager Guide” of the Prospectus for information regarding the portfolio manager assigned to the RAFI US Multifactor Strategy.

 

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Specialist Manager Guide (continued)

 

 

 

Mohsen Fahmi is primarily responsible for the day-to-day management of that portion of the Portfolios allocated to PIMCO. Mr. Fahmi is a managing director in the Newport Beach office, a generalist portfolio manager focusing on global fixed income assets and a member of PIMCO’s Investment Committee. Prior to joining PIMCO in 2014, he was with Moore Capital Management, most recently as a senior portfolio manager and previously as chief operating officer. In London earlier in his career, he was co-head of bond and currency proprietary trading at Tokai Bank Europe, head of the leveraged investment group at Salomon Brothers and executive director of proprietary trading at Goldman Sachs. Prior to this, he was a proprietary trader for J.P. Morgan in both New York and London, and he also spent seven years as an investment officer at the World Bank in Washington, DC. He has 34 years of investment experience and holds an MBA from Stanford University. He received a master’s degree in civil engineering from the Ohio State University and an undergraduate degree from Ain Shams University, Cairo.

For its services to The Commodity Returns Strategy Portfolio, PIMCO receives and annual fee of 0.49% of that portion of the Portfolio allocated to PIMCO from time to time. During the fiscal year ended June 30, 2019, PIMCO received a fee of [0.49]% of the average daily net assets of the portfolio of The Commodity Returns Strategy Portfolio allocated to PIMCO. Nicholas Johnson is responsible for the day-to-day management of that portion of the Portfolio allocated to PIMCO. Mr. Johnson is a managing director in the Newport Beach office and a portfolio manager focusing on commodity, quantitative, and multi-asset strategies. He specializes in structural risk premiums, as well as overall portfolio construction, and leads the quantitative strategies portfolio management group. In 2012, he co-authored “Intelligent Commodity Indexing,” published by McGraw-Hill. Prior to joining PIMCO in 2004, he was a research fellow at NASA’s Jet Propulsion Laboratory, helping to develop Mars missions and new methods of autonomous navigation. He has 15 years of investment experience and holds a master’s degree in financial mathematics from the University of Chicago and an undergraduate degree from California Polytechnic State University.

Parametric Portfolio Associates LLC (“Parametric”) serves as Specialist Manager for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio. Parametric also serves as a subadviser to PIMCO for the RAFI US Multifactor Strategy in The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio. Parametric is a majority-owned subsidiary of Eaton Vance Corporation (“Eaton Vance”). Eaton Vance through its wholly owned affiliates Eaton Vance Acquisitions (“EVA”) and EVA Holdings LLC, maintains 100% voting control of Parametric, a current profit interest of 95.10%, and a current capital interest of 99.38%. Employees of Parametric, through ownership in Parametric Portfolio LP (“PPLP”), currently hold a combined indirect profit interest in Parametric of 4.9% and capital interest of 0.62%. The business address of Eaton Vance, EVA and EVA Holdings, LLC is Two International Place, Boston, MA 02110. The business address of Parametric and PPLP is 800 Fifth Ave, Suite 2800, Seattle, WA 98104. As of June 30, 2019, Parametric had approximately $246.1 billion in assets under management.

For its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio related to its Liquidity Strategy, Parametric receives a fee from each Portfolio, a fee, calculated daily and payable monthly in arrears, at the annual rate of 0.15% of the first $50 million of the Combined Liquidity Assets (as defined below) committed to Parametric’s Liquidity Strategy; 0.10% of the next $100 million of the Combined Liquidity Assets and 0.05% on Combined Liquidity Assets over $150 million. The term “Combined Liquidity Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Liquidity Strategy. Parametric is also entitled to receive a flat fee of $10,000 per year per Portfolio, provided that 1/12 of such fee related to any given Portfolio will be waived with respect to each calendar month during which no assets of such Portfolio were allocated to Parametric for investment in their Liquidity Strategy. During the fiscal year ended June 30, 2019, Parametric received fees of [0.12%, 0.09%, 0.11%, 0.08%, 0.22%, 0.22%, 0.15%, 0.09%, 0.15%, 0.00%, 0.11%, 0.08%, 0.09%, and 0.09%] of the average daily net assets for the portion of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, respectively, allocated to Parametric’s Liquidity Strategy.

 

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Specialist Manager Guide (continued)

 

 

 

Under the terms of separate portfolio management agreements related to its Defensive Equity Strategy, for its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio, Parametric is also entitled to receive a separate fee at the annual rate of 0.35% of the first $50 million of the Combined Defensive Assets committed to the Defensive Equity Strategy and 0.25% on Combined Defensive Assets over $50 million. Combined Defensive Assets means the sum of the net assets of that portion of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric from time-to-time for investment using the Defensive Equity Strategy. During the fiscal year ended June 30, 2019, Parametric was [not] allocated assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio with respect to the Defensive Equity Strategy.

Under the terms of separate portfolio management agreements for its Targeted Strategy, for its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.05% of the Targeted Strategy Assets (as defined below) committed to Parametric’s Targeted Strategy. The term “Targeted Strategy Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Targeted Strategy. Parametric shall also be entitled to receive a flat fee of $5,000 per year, provided that such fee will be waived with respect to each calendar year during which no Portfolio assets were allocated to the Targeted Strategy Assets. During the fiscal year ended June 30, 2019, Parametric received fees of [0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.52%, 0.12%, 0.00%, and 0.08]% of the average daily net assets of that portion of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio respectively, allocated to Parametric’s Targeted Strategy.

For its services related to its Tax-Managed Custom Core Strategy to The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization – Mid Capitalization Equity Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio and The Emerging Markets Portfolio (the “Portfolios”), Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.10% of the first $250 million of the Combined Tax-Managed Custom Core Assets (as defined below) committed to Parametric’s Tax-Managed Custom Core Strategy; 0.09% of the next $250 million of the Combined Tax-Managed Custom Core Assets; 0.08% of the next $500 million of the Combined Tax-Managed Custom Core Assets; and 0.07% on Combined Tax-Managed Assets over $1 billion. The term “Combined Tax-Managed Custom Core Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Tax-Managed Custom Core Strategy. If, at the close of business on September 30, 2019, the Combined Assets under this Agreement are less than $500 million, the fee for the first $250 million shall be permanently increased to 0.13% of the first $250 million of the Combined Assets; 0.09% of the next $250 million of the Combined Assets; 0.08% of the next $500 million of the Combined Assets; and 0.07% of the Combined Assets over $1 billion. During the fiscal year ended June 30, 2019, Parametric received fees of [0.09%, 0.09%, 0.09%, 0.00%, 0.00% and 0.00]% of the average daily net assets of that portion of each of The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio and The Emerging Markets Portfolio respectively, allocated to Parametric’s Tax-Managed Custom Core Strategy. For its services, with respect to the RAFI US Multifactor Strategy, for The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio, Parametric receives a fee from PIMCO pursuant to a sub-adviser agreement between Parametric and PIMCO.

Mr. Jay Strohmaier, Mr. Perry Li and Mr. Michael Zaslavsky are primarily responsible for the day-to-day management of the portion of each the assets of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric for investment in its Defensive Equity strategy.

 

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Specialist Manager Guide (continued)

 

 

 

Mr. Strohmaier, CFA, Managing Director, leads a team of investment professionals responsible for developing and managing institutional portfolios with an emphasis on Defensive Equity, Global Defensive Equity, and related options-based Volatility Risk Premium strategies. He has extensive experience with futures and options and has been active in the investment industry since 1984 Mr. Strohmaier joined Parametric upon Parametric’s acquisition of The Clifton Group Investment Management Company (“Clifton”) in 2012, and prior to that acquisition was employed by Clifton since 2009.

Mr. Strohmaier holds a B.S. degree in Agricultural Economics from Washington State University and MS in Applied Economics from the University of Minnesota. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Li, CFA, FRM, Portfolio Manager, is responsible for trading and assisting with day-to-day management of the Parametric’s options-based Volatility Risk Premium strategies, including Defensive Equity and other proprietary strategies. Mr. Li joined Parametric in 2014. Prior to that, Mr. Li worked for CHS Inc. where he managed commodity futures and options portfolios and conducted research on macro economy and derivative strategies. He earned a B.S. in Statistics from the Sun Yat-Sen University and a M.S. in Financial Mathematics from the University of Minnesota. He is a Certified FRM®, as well as a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Zaslavsky, CFA, Senior Investment Strategist, is Senior Investment Strategist for Parametric’s Liquid Alternatives Investment Strategies, where he is focused on delivering subject matter expertise and thought leadership to help clients in all aspects of the investment management process. As a member of the portfolio management team, he is responsible for driving strategy evolution and research. Formerly, Mr. Zaslavsky held a portfolio manager role in which he supported a wide spectrum of Parametric’s institutional capabilities, including volatility risk premium, liability-driven investing and tailored exposure. Prior to joining Parametric in 2015, Mr. Zaslavsky worked for Citigroup as a proprietary trader, specializing in volatility modeling and arbitrage across equity indexes, single stocks and commodities. He received a B.S. in Finance from Bowling Green State University. He is a CFA charterholder.

Mr. Justin Henne, Mr. Clint Talmo and Mr. Jason Nelson are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Liquidity Strategy. As Managing Director – Customized Exposure Management, Mr. Henne, CFA, leads the investment team responsible for the implementation and enhancement of Parametric’s Customized Exposure Management product. Mr. Henne joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 2004. Mr. Henne holds a BA in Financial Management from the University of St. Thomas. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Talmo, CFA, Senior Portfolio Manager, leads a team responsible for designing, trading, and managing customized overlay portfolios utilizing a wide spectrum of asset classes across global markets. Prior to joining Parametric in 2014, Mr. Talmo was a Partner at Aerwulf Asset Management. He earned a B.S. in Finance from the University of Colorado. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Nelson, CFA, Portfolio Manager is responsible for designing, trading, and managing overlay portfolios with an emphasis on ETFs and OTC instruments. Prior to joining Parametric in 2014, Mr. Nelson worked for Marquette Asset Management and Bell State Bank & Trust from 2012 to 2014, where his responsibilities included asset allocation, equity research, and trading. Mr. Nelson earned a B.S. in Economics and Finance from Minnesota State University, Mankato. He is a CFA charterholder and a member of the CFA Society of Minnesota.

Mr. Tom Lee, Mr. Justin Henne, Mr. Clint Talmo and Mr. Jason Nelson, are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Targeted Strategy. Mr. Lee, Managing Director, Investment Strategy and Research, leads the investment team that oversees investment strategies managed in Parametric’s Minneapolis and Westport offices. Mr. Lee directs the research efforts that support existing strategies and form the foundation for new strategies. He is also chair of the Investment Committee that has oversight of these strategies. Mr. Lee joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 1994. He earned a B.S. in economics and an MBA in finance from the University of Minnesota. He is a CFA charterholder and a member of the CFA Society of Minnesota. As Managing Director – Customized Exposure Management, Mr. Henne leads the investment team responsible for the implementation and enhancement of Parametric’s Customized Exposure Management product. Mr. Henne joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 2004. Mr. Henne holds a BA in Financial Management from the University of St. Thomas. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Talmo, CFA, Senior Portfolio Manager, is responsible for designing, trading, and managing customized overlay portfolios utilizing a wide spectrum of asset classes across global markets. Prior to joining Parametric in 2014, Mr. Talmo was a Partner at Aerwulf Asset Management. He earned a B.S. in Finance from the University of Colorado. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Nelson, CFA, Portfolio Manager is responsible for designing, trading, and managing overlay portfolios with an emphasis on ETFs and OTC instruments. Prior to joining Parametric in 2014, Mr. Nelson worked for Marquette Asset Management and Bell State Bank & Trust from 2012 to 2014, where his responsibilities included asset allocation, equity research, and trading. Mr. Nelson earned a B.S. in Economics and Finance from Minnesota State University, Mankato. He is a CFA charterholder and a member of the CFA Society of Minnesota.

Mr. Thomas Seto is primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Tax-Managed Custom Core Strategy. Mr. Seto is also primarily responsible for the day-to-day management of that portion of The Institutional Value Equity and The Institutional Growth Equity Portfolios, allocated to PIMCO and Parametric with respect to the RAFI US Multifactor Strategy. Mr. Seto, Head of Investment Management, leads a team of investment professionals responsible for managing and trading portfolios related to Parametric’s equity strategies and is a member of the Enterprise Management Committee. Mr. Seto joined Parametric in 1998. He earned an MBA in Finance from the University of Chicago’s Booth School of Business, and a B.S. in Electrical Engineering from the University of Washington.

 

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Specialist Manager Guide (continued)

 

 

 

RBC Global Asset Management (UK) Limited (“RBC GAM”) serves as Specialist Manager for The Emerging Markets Portfolio. RBC GAM is a wholly owned subsidiary of Royal Bank of Canada (“RBC”). RBC GAM has been registered with the SEC as an investment adviser since September, 2013, and has been a portfolio manager of publicly-offered funds since 1998. RBC GAM maintains its offices at 77 Grosvenor Street, London, W1K 3JR . As of June 30, 2019, RBC GAM managed approximately $350 billion in assets.

For its services with respect to the portion of The Emerging Markets Portfolio allocated to RBC GAM from time to time (the “Account”), RBC GAM receives a fee calculated at an annual rate of 0.80% of the first $100 million of Combined Assets; 0.65% of the next $150 million of Combined Assets; and 0.60% of Combined Assets in excess of $250 million. Combined Assets refers to the aggregate of all assets of the Portfolio managed by RBC GAM and any assets of other clients of the Adviser managed by RBC GAM using the same strategy. During the fiscal year ended June 30, 2019, RBC GAM received a fee of [0.68]% of the average daily net assets of The Emerging Markets Portfolio.

Philippe Langham, ACA, and Laurence Bensafi, CFA, are primarily responsible for the day-to-day management of the portion of the assets of Portfolio allocated to RBC GAM.

Philippe Langham is Senior Portfolio Manager and Head of the Emerging Markets Equity team in London and lead manager for the Emerging Markets Equity and Emerging Markets Small Cap Equity Strategies. Philippe joined RBC GAM in 2009 to establish and lead the Emerging Markets Equity team in London. He has worked in the investment industry since 1992 and prior to joining RBC GAM, Philippe was the Head of Global Emerging Markets at Société Générale Asset Management in London. Previously, Philippe managed the Global Emerging Markets, Asian, Latin American and US portfolios at the Kuwait Investment Office in London, and was Director and Head of Asia and Emerging Markets at Credit Suisse in Zurich. Philippe obtained a BSc in Economics from the University of Manchester in England, and is a Chartered Accountant.

Laurence Bensafi is Senior Portfolio Manager and Deputy Head of Emerging Markets Equity in London and lead portfolio manager for the Emerging Markets Value Equity strategy. Prior to joining RBC GAM in 2013, Laurence was the Head of Aviva Investors’ Emerging Markets team, where she was responsible for managing Global Emerging Markets income funds, and for developing quantitative stock selection and analysis models. Laurence began her investment career as a Quantitative Analyst at Société Générale Asset Management, supporting European and Global Equity portfolio management by developing quantitative models to assist in the portfolio construction and security selection process. In 1997, Laurence obtained a Magistère d’Économiste Statisticien & D.E.S.S. Statistique et Économétrie from Toulouse University in France. Laurence is a CFA charterholder.

Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) serves as a Specialist Manager of The Commodity Returns Strategy Portfolio. Vaughan Nelson is an indirect wholly-owned subsidiary of Natixis Global Asset Management SA, a French investment banking/financial services firm, of which a minority share of ownership is publicly traded on the Euronext exchange in Paris. Vaughan Nelson’s headquarters are located at 600 Travis Street, Suite 6300, Houston, Texas 77002. Founded in 1970, Vaughan Nelson is a registered investment adviser which has approximately $12.3 billion in assets under management as of June 30, 2019.

 

225


Specialist Manager Guide (continued)

 

 

 

For its services with respect to the portion of The Commodity Returns Strategy Portfolio allocated to Vaughan Nelson from time to time (the “Account”), Vaughan Nelson shall receive a fee calculated at an annual rate and payable quarterly in arrears based on the Average Quarterly Net Assets of the Combined Assets (as defined below) of 0.35% of the first $25 million of the Combined Assets, 0.25% of the next $75 million of Combined Assets and 0.20% of the Combined Assets exceeding $100 million. For purposes of calculating fees, the term “Combined Assets” shall mean the sum of (i) the net assets of the Account; and (ii) the net assets of each other investment advisory account for which the Adviser serves as investment adviser and for which Vaughan Nelson provides portfolio management services (“Other Hirtle Accounts”) using the same strategies as employed for the Account. “Average Quarterly Net Assets” shall mean the average of the average daily net asset values of the Account and/or the average of the net asset values of the Other Hirtle Accounts, as the case may be, as of the last business day of each of the three months in the calendar quarter. During the fiscal year ended June 30, 2019, Vaughan Nelson received a fee of [0.34]% of the average daily net assets of the portion of The Commodity Returns Strategy Portfolio allocated to Vaughan Nelson.

Day-to-day investment decisions for The Commodity Returns Strategy Portfolio are the responsibility of Steve Henriksen, Senior Portfolio Manager/Director-Fixed Income Investments, Charles Ellis, Portfolio Manager, Michael Hanna, Senior Portfolio Manager, and Blanca Garza-Bianco, Portfolio Manager, each a member of the Vaughan Nelson Fixed Investment team. Mr. Henriksen joined Vaughan Nelson in 1994. He received a B.A. from Louisiana State University and has over 36 years of investment management and research experience. Mr. Ellis joined Vaughan Nelson in 2003. He received a B.B.A. from Texas Tech University and has over 44 years of investment management and research experience. Ms. Garza-Bianco joined Vaughan Nelson in 1998. She received a B.A. from the University of Houston and an M.B.A. from the University of St. Thomas and has over 26 years of investment management and research experience. Mr. Hanna joined Vaughan Nelson in 2005. He received a B.A. from the University of Texas and an M.B.A. from Rice University and has over 19 years of investment management and research experience.

Wellington Management Company LLP (“Wellington Management”) serves as the Specialist Manager for The Real Estate Securities and The Commodity Returns Strategy Portfolios. Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of June 30, 2019, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1,104 billion in assets.

Bradford D. Stoesser, Senior Managing Director and Global Industry Analyst of Wellington Management, has served as Portfolio Manager of The Real Estate Securities Portfolio since September 1, 2010. Mr. Stoesser joined Wellington Management as an investment professional in 2005.

For its services to The Real Estate Securities Portfolio, Wellington Management receives a fee, payable monthly, at an annual rate of 0.75% of the average daily net assets on the first $50 million of the Combined Assets allocated to Wellington Management and 0.65% on assets over $50 million of Combined Assets. Combined Assets shall mean the sum of (a) the net assets of The Real Estate Securities Portfolio allocated to Wellington Management and (b) the net assets for clients of the Adviser managed by Wellington Management within the same strategy. During the fiscal year ended June 30, 2019, Wellington Management received a fee of [0.70]% of the average daily net assets of The Real Estate Securities Portfolio.

David A. Chang, CFA, Senior Managing Director and Commodities Portfolio Manager of Wellington Management, has served as Portfolio Manager for the Subsidiary since April 2011. Mr. Chang joined Wellington Management in 2001, and has been an investment professional since 2002.

 

226


Specialist Manager Guide (continued)

 

 

 

For its services to The Commodity Returns Strategy Portfolio, Wellington Management receives a fee, payable monthly, at the following rates. For assets managed in its Global Natural Resources strategy, Wellington Management receives a fee at an annual rate of 0.60% of the average daily net assets of the account so long as at least $150 million in assets are present in the account; and 0.85% of the average daily net assets of the account if less than $150 million in assets are present in the account. For assets managed in its Commodity strategy, Wellington Management will receive a fee at an annual rate of 0.75% of the average daily net assets of that portion of the Portfolio’s assets allocated to such strategy from time to time. During the fiscal year ended June 30, 2019, Wellington Management received a fee of [0.75]% of the average daily net assets of The Commodity Returns Strategy Portfolio’s Commodity strategy and, before the applicable voluntary fee waiver, a fee of 0.60% of the average daily net assets of The Commodity Returns Strategy Portfolio’s Global Natural Resources strategy. [For the twelve month period ended November 1, 2018, Wellington Management’s fee for its Global Natural Resources strategy was voluntarily waived to 0.25% of the average daily net assets of the account].

Western Asset Management Company, LLC (“Western Asset”) serves as a Specialist Manager for The Fixed Income Opportunity Portfolio, focusing on structured securities. Western Asset, the principal office of which is located at 385 E. Colorado Blvd., Pasadena, CA 91101, has provided investment management services for the Portfolio since July 29, 2014. As of June 30, 2019, Western Asset managed assets of $450 billion, of which approximately $208 billion represented assets of mutual funds. Western Asset is a corporation organized under the laws of California. Western Asset is a wholly owned subsidiary of Legg Mason, Inc. (“Legg Mason”), a registered investment adviser. Legg Mason is an NYSE-listed, independent asset management firm based in Baltimore, Maryland. The company went public in August 1983, and has not experienced a change in ownership since that date. Western Asset was originally founded and began providing investment management services in 1971. For its services to The Fixed Income Opportunity Portfolio, Western Asset receives a fee at the annual rate of 0.75% of the average daily net assets of that portion of the Portfolio allocated to Western Asset. During the fiscal year ended June 30, 2019, Western Asset received a fee of [0.75]% of the average daily net assets of The Fixed Income Opportunity Portfolio.

Day-to-day investment decisions for The Fixed Income Opportunity Portfolio are the responsibility of S. Kenneth Leech, Greg E. Handler, Ian Justice and Harris A. Trifon. Mr. S. Kenneth Leech has been the Chief Investment Officer for Western Asset since 1990. Mr. Trifon has served as a Portfolio Manager and Research Analyst at Western Asset since 2014. Before joining Western Asset, Mr. Trifon was a Director, Fixed Income Research at Deutsche Bank since 2009 and Director, Structured Finance at Standard & Poor’s from 2006 to 2009. Mr. Greg E. Handler has been a Portfolio Manager/Research Analyst for Western Asset since 2002.

 

227


HC Capital Trust

 

 

For More Information:

For more information about any of the Portfolios of HC Capital Trust, please refer to the following documents, each of which is available without charge from the Trust:

Annual and Semi-Annual Reports (“Shareholder Reports”):

The Trust’s annual and semi-annual reports to shareholders contain additional information on the Trust’s investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the performance of the several Portfolios during the Trust’s last fiscal year. A discussion regarding the Board of Trustees basis for approval of the HC Capital Agreements and for approval of the Specialist Managers advisory agreements is available in the Trust’s annual report dated June 30, 2019.

Statement of Additional Information (“SAI”):

The SAI provides more detailed information about the Trust, including its operations and the investment policies of its several Portfolios. A description of the Trust’s policies and procedures regarding the release of portfolio holdings information is also available in the SAI. It is incorporated by reference into, and is legally considered a part of, this Prospectus.

To obtain copies of Shareholder Reports or the SAI, free of charge:

Contact the Trust at HC Capital Trust, Five Tower Bridge, 300 Barr Harbor Drive, 5th Floor,

West Conshohocken, PA 19428-2970 (or call 800-242-9596)

Other Resources:

Shareholder Reports and the SAI are also available from the SEC’s website at http://www.sec.gov or for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-0102, by calling 202-551-8090, or by electronic request to: publicinfo@sec.gov. You can also obtain these items from the Trust’s website at http://www.hccapitalsolutions.com.

Investment Company Act File No. 811-08918.

 


LOGO

Prospectus

 

     Ticker Symbol

The Institutional Value Equity Portfolio

   HCIVX

The Institutional Growth Equity Portfolio

   HCIGX

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

   HCSCX

The Real Estate Securities Portfolio

   HCREX

The Commodity Returns Strategy Portfolio

   HCCSX

The ESG Growth Portfolio

   HCESX

The Catholic SRI Growth Portfolio

   HCSRX

The Institutional International Equity Portfolio

   HCINX

The Emerging Markets Portfolio

   HCEMX

The Core Fixed Income Portfolio

   HCIIX

The Fixed Income Opportunity Portfolio

   HCHYX

The U.S. Government Fixed Income Securities Portfolio

   HCUSX

The Inflation Protected Securities Portfolio

   HCPBX

The U.S. Corporate Fixed Income Securities Portfolio

   HCXSX

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

   HCASX

Institutional Portfolios

HC Strategic Shares

November 1, 2019

The Securities and Exchange Commission and

the Commodity Futures Trading Commission, have not approved or disapproved the shares described in

this Prospectus or determined whether this Prospectus is accurate or complete.

Any representation to the contrary is a criminal offense.

Mutual Funds are:

NOT FDIC INSURED

 

May Lose Value

   No Bank Guarantee


Table of Contents

 

 

Summary Section   

The Equity Portfolios

  

The Institutional Value Equity Portfolio

     3  

The Institutional Growth Equity Portfolio

     10  

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

     17  

The Real Estate Securities Portfolio

     23  

The Commodity Returns Strategy Portfolio

     30  

The ESG Growth Portfolio

     38  

The Catholic SRI Growth Portfolio

     44  

The Institutional International Equity Portfolio

     51  

The Emerging Markets Portfolio

     56  

The Income Portfolios

  

The Core Fixed Income Portfolio

     62  

The Fixed Income Opportunity Portfolio

     69  

The U.S. Government Fixed Income Securities Portfolio

     76  

The Inflation Protected Securities Portfolio

     80  

The U.S. Corporate Fixed Income Securities Portfolio

     85  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

     90  

Summary of Other Important Information Regarding Portfolio Shares

     96  

More Information About Fund Investments and Risks

     97  

Disclosure of Portfolio Holdings

     137  

Additional Information

  

Fund Management

     138  

Shareholder Information: Purchases and Redemptions

     141  

Shareholder Reports and Inquiries

     144  

Dividends and Distributions

     144  

Federal Taxes

     144  

Financial Highlights

     148  

Specialist Manager Guide

     152  

For More Information

     Back Cover  


The Institutional Value Equity Portfolio

 

Investment Objective

The investment objective of The Institutional Value Equity Portfolio is to provide total return consisting of capital appreciation and current income.

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.12 ]% 

Other Expenses

     [0.07 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.21 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [22

3 Years

   $ [68

5 Years

   $ [118

10 Years

   $ [268
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 39.29]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use option or futures contracts in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

 

3


The Institutional Value Equity Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one investment subadviser (“Specialist Manager”). The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

4


The Institutional Value Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Value Investing Risk – An investment in the Portfolio cannot assure moderation of investment risk. There is no guarantee that a value stock is, in fact, undervalued, or that the market will ever recognize its true value.

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign

 

 

5


The Institutional Value Equity Portfolio (continued)

 

 

 

currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use

 

 

6


The Institutional Value Equity Portfolio (continued)

 

 

 

of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a

   

negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

7


The Institutional Value Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Value Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on July 18, 2008. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

  3rd Qtr. 2009   18.31%

Worst quarter:

  3rd Qtr. 2011   -16.86%

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
   
Ten
Year
 

The Institutional Value Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -8.39     6.37     11.32

– After Taxes on Distributions

     -10.76     3.31     8.86

– After Taxes on Distributions and Sale of Portfolio Shares

     -3.66     4.38     8.81 ]% 

Russell 1000® Value Index (reflects no deduction for fees, expenses or taxes)

     -8.27     5.95     11.18

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

8


The Institutional Value Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Pacific Investment Management Company LLC (“PIMCO”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (RAFI US Multifactor Strategy): Thomas Seto, Head of Investment Management at Parametric, has managed the portion of the Portfolio allocated to PIMCO’s RAFI US Multifactor Strategy since December, 2018. PIMCO supervises Parametric’s trading execution services in implementing the RAFI US Multifactor Strategy.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

PIMCO: Mohsen Fahmi has managed the portion of the Portfolio allocated to PIMCO since July, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

9


The Institutional Growth Equity Portfolio

 

Investment Objective

The investment objective of The Institutional Growth Equity Portfolio is to provide capital appreciation, with income as a secondary consideration.

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.17  ]% 

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.24 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [25

3 Years

   $ [77

5 Years

   $ [135

10 Years

   $ [306
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 69.93]% of the average value of its portfolio.

Principal Investment Strategies

The Portfolio is a diversified investment company that is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings. Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest up to 20% of the total assets of the actively managed portion of the Portfolio in income-producing securities other than common stock, such as bonds, including those that are convertible into common stock. These income-producing securities may be of any quality or maturity. The Portfolio will focus its investments in equity securities of large and mid-capitalization issuers. As of the date of this Prospectus, companies with a market capitalization of between $2.4 billion and $35.5 billion would likely be included in the “mid cap” range. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Institutional Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use option or futures contracts in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

10


The Institutional Growth Equity Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

11


The Institutional Growth Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Growth Investing Risk – An investment in growth stocks may be susceptible to rapid price swings, especially during periods of economic uncertainty.

   

Growth stocks typically have little or no dividend income to cushion the effect of adverse market conditions. In addition, growth stocks may be particularly volatile in the event of earnings disappointments or other financial difficulties experienced by the issuer.

 

   

Mid Cap Risk – Mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial

 

 

12


The Institutional Growth Equity Portfolio (continued)

 

 

 

information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases

   

may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation

 

 

13


The Institutional Growth Equity Portfolio (continued)

 

 

 

between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to

   

lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

14


The Institutional Growth Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Growth Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on August 8, 2008. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     1st Qtr. 2012        15.20

Worst quarter:

     4th Qtr. 2018        -14.12

 

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten Year  

The Institutional Growth Equity Portfolio HC Strategic Shares

      

– Before Taxes

     -0.36     10.34     15.28

– After Taxes on Distributions

     -2.48     7.68     13.27

– After Taxes on Distributions and Sale of Portfolio Shares

     1.30     7.73     12.53

Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)

     -1.51     10.40     15.29

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

 

15


The Institutional Growth Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Jennison Associates LLC (“Jennison”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Pacific Investment Management Company LLC (“PIMCO”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Jennison: Kathleen A. McCarragher has managed the portion of the Portfolio allocated to Jennison since August, 2008. Blair Boyer, Rebecca Irwin, and Natasha Kuhlkin, CFA have co-managed that portion of the Portfolio allocated to Jennison since June 2019.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Mellon (“U.S. MultiFactor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s US Multi-Factor Strategy since December, 2018.

Parametric (Defensive Equity Strategy): Jay Strohmaier, CFA has managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy since July, 2014. Perry Li, CFA, FRM and Michael Zaslavsky have managed the portion of the Portfolio allocated to Parametric’s Defensive Equity Strategy as Portfolio Managers since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (RAFI US Multifactor Strategy): Thomas Seto, Head of Investment Management at Parametric, has managed the portion of the Portfolio allocated to PIMCO’s RAFI US Multifactor Strategy since December, 2018. PIMCO supervises Parametric’s trading execution services in implementing the RAFI US Multifactor Strategy.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

PIMCO: Mohsen Fahmi has managed the portion of the Portfolio allocated to PIMCO since July, 2018.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

16


The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

 

Investment Objective

The investment objective of The Institutional Small Capitalization-Mid Capitalization Equity Portfolio is to provide long-term capital appreciation.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.45 ]% 

Other Expenses

     [0.09 ]% 

Acquired Fund Fees and Expenses

     [0.01 ]% 

Total Annual Portfolio Operating Expenses

     [0.55 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [56

3 Years

   $ [176

5 Years

   $ [307

10 Years

   $ [689
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [52.75 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities of small-capitalization and mid-capitalization issuers. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio, a diversified investment company, is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of “small cap” and/or “mid cap” issuers. The Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. As of July 31, 2019, the market capitalization range of companies in the Russell 3000® Index that were classified as “Small” or “Medium” was between approximately $152.3 million and $35.5 billion.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

 

17


The Institutional Small Capitalization-Mid Capitalization Equity Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

18


The Institutional Small Capitalization-Mid Capitalization Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these

   

companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

 

19


The Institutional Small Capitalization-Mid Capitalization Equity Portfolio (continued)

 

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the

   

Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

20


The Institutional Small Capitalization-Mid Capitalization Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional Small Capitalization-Mid Capitalization Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on August 15, 2008. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     2nd Qtr. 2009        19.99

Worst quarter:

     4th Qtr. 2018        -20.64

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

      

HC Strategic Shares

      

– Before Taxes

     -8.30     4.34     11.53

– After Taxes on Distributions

     -14.27     1.63     9.54

– After Taxes on Distributions and Sale of Portfolio Shares

     -1.66     3.17     9.35

Russell 2000® Index (reflects no deduction for fees, expenses or taxes)

     -11.01     4.41     11.97

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

21


The Institutional Small Capitalization-Mid Capitalization Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Frontier Capital Management Company, LLC (“Frontier”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Frontier: Michael Cavarretta has managed the portion of the Portfolio allocated to Frontier since August, 2008. Andrew Bennett has managed the portion of the Portfolio allocated to Frontier since January 2014. Peter Kuechle has managed the portion of the Portfolio allocated to Frontier since April 2018.

Mellon (“Index Strategy”): Karen Wong, CFA has managed the portion of the Portfolio allocated to Mellon’s Index Strategy since August, 2013.

Mellon (“Factor Strategy”): William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since March, 2015. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon’s Factor Strategy since January, 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

22


The Real Estate Securities Portfolio

 

Investment Objective

The investment objective of The Real Estate Securities Portfolio is to provide total return consisting of both capital appreciation and current income.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     0.67

Other Expenses

     [0.08 ]% 

Acquired Fund Fees and Expenses

     [0.03 ]% 

Total Annual Portfolio Operating Expenses

     [0.78 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [80

3 Years

   $ [249

5 Years

   $ [433

10 Years

   $ [966
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 43.08]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in a portfolio of equity and debt securities issued by U.S. and non-U.S. real estate-related companies. Companies known as real estate investment trusts (REITs) and other real estate operating companies whose value is derived from ownership, development and management of underlying real estate properties are considered to be real estate-related companies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio’s permissible investments include equity and equity-related securities of real estate-related companies, including common stock, preferred stock, convertible securities, warrants, options, depositary receipts and other similar equity equivalents. The Portfolio also may invest in fixed income securities, including debt securities, mortgage-backed securities and high yield debt (“junk bonds”). The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in securities issued by real estate-related companies. The Portfolio may also invest in companies which are located in emerging markets countries, as well as companies of any market capitalization.

Consistent with its investment style, the Portfolio’s Specialist Manager may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

23


The Real Estate Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

 

 

   

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

 

24


The Real Estate Securities Portfolio (continued)

 

 

   

Real Estate Investing Risk.

 

   

Real Estate Markets and REIT Risk – Investments in the Portfolio will be closely linked to the performance of the real estate markets. Property values may fall due to increasing vacancies or declining rents resulting from unanticipated economic, legal, cultural or technological developments. REIT prices may also fall because of the failure of borrowers to pay their loans and/or poor management. The value of real estate (and real estate securities) may also be affected by increases in property taxes and changes in tax laws and interest rates. The value of securities of companies that service the real estate industry may also be affected by such risks. To the extent that the Portfolio invests in REITs and real estate partnerships, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired REITs and real estate partnerships. Investments in REITs and real estate partnerships (if any) may cause a greater portion of the Portfolio’s distributions to be taxable as ordinary income.

 

   

Industry Concentration Risk – Because the Portfolio concentrates its investments in real estate securities, it may be subject to greater risks of loss as a result of economic, business or other developments than a fund representing a broader range of industries. The Portfolio may be subject to risks associated with direct ownership of real estate, such as changes in economic conditions, interest rates, availability of mortgage funds, property values, increases in property taxes and operating expenses, increased competition, environmental problems, changes in zoning laws and natural disasters.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed

 

 

25


The Real Estate Securities Portfolio (continued)

 

 

 

income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

 

26


The Real Estate Securities Portfolio (continued)

 

 

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on

   

an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

27


The Real Estate Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Real Estate Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each calendar year since the Portfolio’s inception on May 21, 2009 through December 31, 2013. Because the Portfolio was redeemed in full on June 30, 2013 and was reactivated on September 12, 2013, the performance information shown in the bar chart for 2013 reflects the combination of cumulative returns for each period when the Strategic Shares had operations. The performance table also shows the average annual total returns for the one- year, five- year and since inception (May 21, 2009) periods ended December 31, 2018 and reflects returns for the periods when the Strategic Shares had operations. Accordingly, the Portfolio’s performance in the bar chart and table may not be comparable to the performance of other mutual funds. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30. The 2013 return reflects the combination of cumulative returns for each period when the Strategic Shares had operations: 1/1/13 through 6/30/13 and 9/12/13 through 12/31/13.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [    ]%.

 

Best quarter:

     4th Qtr. 2011        15.07

Worst quarter:

     3rd Qtr. 2011        -14.48

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
May 21,
2009
 

The Real Estate Securities Portfolio

      

HC Strategic Shares

      

– Before Taxes

     -3.36     7.93 %**      14.10 %*** 

– After Taxes on Distributions

     -4.43     5.55 %**      8.77 %*** 

– After Taxes on Distributions and Sale of Portfolio Shares

     -1.77     5.65 %**      9.89 %*** 

Dow-Jones US Select Real Estate Securities Index (reflects no deduction for fees, expenses or taxes)

     -4.22     7.86 %†      14.38 %† 

 

**

Represents annualized returns for the periods when the Strategic Shares had operations: 1/1/10 through 6/30/13 and 9/12/13 through 12/31/18.

***

Represents annualized returns for the periods when the Strategic Shares had operations: 5/21/09 through 6/30/13 and 9/12/13 through 12/31/18.

Includes performance during the period when the Strategic Shares were inactive: 7/1/13 through 9/11/13. Returns for periods 1/1/13-6/30/13, 5/21/09-6/30/13 and 9/12/13-12/31/18 were 5.68%, 26.19% and 7.31%, respectively.

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

28


The Real Estate Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Wellington Management Company LLP (“Wellington Management”) are the Specialist Managers for the Portfolio.

Portfolio Manager:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Wellington Management: Bradford D. Stoesser has managed the portion of the Portfolio allocated to Wellington Management since September 2010.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

29


The Commodity Returns Strategy Portfolio

 

 

Investment Objective

The investment objective of The Commodity Returns Strategy Portfolio is to provide capital appreciation.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.29 ]% 

Other Expenses

     [0.11 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.42 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [43

3 Years

   $ [135

5 Years

   $ [235

10 Years

   $ [530

 

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 14.57]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily in a diversified portfolio of commodity-related investments including securities issued by companies in commodity-related industries, commodity-linked structured notes (derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices) and other similar derivative instruments, investment vehicles that invest in commodities and commodity-related instruments. Securities of companies in commodities-related industries may include common stocks, depositary receipts, preferred securities, rights to subscribe for or purchase any such securities, warrants, convertible securities and other equity and commodity-linked securities issued by such companies. For this purpose, commodities are assets that have tangible properties, such as oil, metal and agricultural products. Commodity-related industries include, but are not limited to: (i) those directly engaged in the production of commodities, such as minerals, metals, agricultural commodities, chemicals, pulp and paper, building materials, oil and gas, other energy or natural resources, and (ii) companies that provide services to commodity producers. The Portfolio considers a company to be in a commodity-related industry if, as determined by the relevant Specialist Manager, at least 50% of the company’s assets, revenues or net income are derived from, or related to, such activities. The Portfolio will invest more than 25% of its assets in securities issued by companies in commodity-related industries. The Portfolio may invest without limitation in foreign securities, including securities issued by companies in emerging markets. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies and to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in commodity-related investments. The Portfolio also intends to gain exposure to commodity markets by investing a portion of its assets in two wholly-owned subsidiaries organized under the laws of the Cayman Islands (the “Subsidiaries”). The Subsidiaries may invest without limitation in commodity-linked derivative instruments, such as swaps, futures and options. The Portfolio may invest in commodity swap, interest rate swap, variance swap and total return swap agreements and the Portfolio maintains

 

30


The Commodity Returns Strategy Portfolio (continued)

 

 

liquid assets sufficient to cover the full notional value of any such swap positions. The Subsidiaries may also invest in debt securities, some of which are intended to serve as margin or collateral for the Subsidiaries’ derivatives positions, and other investment vehicles that invest in commodities and commodity-related instruments. The Subsidiaries are managed by the same Specialist Managers that advise the Portfolio.

The Portfolio may invest in equity and fixed income securities and may invest in companies of any market capitalization. Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that the Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

31


The Commodity Returns Strategy Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger

   

capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Commodity-Related Investing Risks. Investment in commodity-related securities involves the following risks:

 

   

Commodity-Related Securities Risk – The securities of companies in commodity-related industries may underperform the stock market as a whole. The stock prices of such companies may also experience greater price volatility than other types of common stocks. Securities issued by companies in commodity-related industries are sensitive to changes in the supply and demand for, and thus the prices of, commodities. Additionally, the values of securities issued by commodity-related companies may be affected by factors affecting a particular industry or commodity.

 

 

32


The Commodity Returns Strategy Portfolio (continued)

 

 

   

Commodity-Related Investment Risk – Exposure to the commodities markets may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, interest rate changes or events affecting a particular commodity or industry, such as political instability or conflict, international economic and regulatory developments, embargoes and tariffs, and drought, floods and other weather-related events.

 

   

Industry Concentration Risk – The Portfolio concentrates its investments in commodity-related industries. The focus of the Portfolio on a specific group of related industries my present more risks than if the Portfolio were more broadly diversified over numerous unrelated industries. A downturn in commodity-related industries would have a larger impact on the Portfolio than on an investment company that does not concentrate in such industries. At times, the performance of the Portfolio’s investments in commodity-related industries may lag the performance of other industries or the broader market as a whole.

 

   

Subsidiary Risk – The commodity-related instruments held by the Subsidiaries are subject to the same risks that apply to similar investments if held directly by the Portfolio (see “Commodities Related Investment Risk” above). The Subsidiaries are not registered under the Investment Company Act and are not subject to all of the requirements and protections of that Act. However, the Portfolio wholly owns and controls the Subsidiaries, and the Board of Trustees has responsibility for overseeing the investment activities of the Portfolio, including its investment in the Subsidiaries. Changes in the laws of the United States and/or the Cayman Islands could adversely affect the Subsidiaries and/or the Portfolio.

 

   

Commodity-Related Investment Tax Risk – The tax treatment of commodity-linked derivative instruments may be adversely affected by changes in legislation, regulations or other legally binding authority. If, as a result of any such adverse action, the income of the Portfolio from certain commodity-linked derivatives was treated as non-qualifying income, the Portfolio might fail to qualify as a regulated investment company and/or be subject to federal income tax at the Portfolio level. Should the Internal Revenue Service (“IRS”) issue guidance, or Congress enact legislation, that adversely affects the tax treatment of commodity-linked notes or the Subsidiaries, it could, among other consequences, limit the Portfolio’s ability to pursue its investment strategy. For example, in September, 2016,

   

the IRS released guidance stating that it would no longer issue rulings on any matter relating to the treatment of an entity as a Regulated Investment Company (“RIC”) if the matter would require a determination of whether a financial instrument or position is a security under the 1940 Act. To date, the Portfolio has not invested in any commodity-linked notes or other commodity-linked derivatives at the Portfolio level, although it retains the ability to make such investments in the future provided that such investments will not disqualify it for tax treatment as a RIC (or unless the Board determines that such disqualification is in the best interests of shareholders).

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

 

 

33


The Commodity Returns Strategy Portfolio (continued)

 

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Non-Investment Grade Securities Risk – Non-investment grade securities are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. Such securities may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Swaps Risks – The use of swaps is a highly specialized activity which involves investment techniques, risk analyses and tax planning different from those associated with ordinary portfolio securities transactions. Swap transactions can result in sizeable realized and unrealized capital gains and losses relative to the gains and losses from the Portfolio’s direct investments in securities and short sales. Transactions in swaps can involve greater risks than if the Portfolio had invested in securities directly since, in addition to general market risks, swaps may be leveraged and are also subject to liquidity risk, counterparty risk, credit risk and valuation risk. Regulators also may impose limits on an entity’s or group of entities’ positions in certain swaps.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the

 

 

34


The Commodity Returns Strategy Portfolio (continued)

 

 

 

Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

   

Other Risks

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

35


The Commodity Returns Strategy Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Commodity Returns Strategy Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on June 8, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     3rd Qtr. 2012        9.60

Worst quarter:

     3rd Qtr. 2011        -20.69

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
June 8,
2010
 

The Commodity Returns Strategy Portfolio

      

HC Strategic Shares

      

– Before Taxes

     -13.91     -3.48     -0.64

– After Taxes on Distributions

     -14.57     -4.04     -1.11

– After Taxes on Distributions and Sale of Portfolio Shares

     -7.81     -2.65     -0.48

Bloomberg Commodity Index Total Return (reflects no deduction for fees, expenses or taxes)

     -11.25     -8.80     -4.94

50% Bloomberg Commodity Index Total Return & 50% MSCI ACWI Commodity Producers Index (reflects no deduction for fees, expenses or taxes)

     -10.96     -4.89     -1.35

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

36


The Commodity Returns Strategy Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”), Pacific Investment Management Company LLC (“PIMCO”), Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) and Wellington Management Company LLP (“Wellington Management”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

PIMCO: Nicholas Johnson has managed the portion of the Portfolio allocated to PIMCO since June, 2011.

Vaughan Nelson: Steve Henriksen, Charles Ellis and Blanca Garza-Bianco have co-managed the portion of the Portfolio allocated to Vaughan Nelson since March 2016. Michael Hanna joined as a co-managing portfolio manager in January 2019.

Wellington Management: David A. Chang, CFA, has managed a portion of the Portfolio allocated to Wellington Management since April 2011.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

37


The ESG Growth Portfolio

 

 

Investment Objective

The ESG Growth Portfolio seeks to maximize total return while emphasizing environmental, social and governance (“ESG”) focused investments.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.22 ]% 

Other Expenses

     [0.12 ]% 

Total Annual Portfolio Operating Expenses

     [0.34 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [35

3 Years

   $ [109

5 Years

   $ [191

10 Years

   $ [431
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Total Annual Portfolio Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [171.95 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its total return objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization. Further, under the supervision of the Adviser, environmental, social and governance criteria (“ESG Factors) will be integrated into the Portfolio’s security selection process through the application of non-financial criteria (“ESG Screens”). The ESG Screens used by the Portfolio are determined with the use of third party data and ESG rating agencies which take into account a company’s performance around environmental, social and corporate governance practices. These may include (but are not limited to) such themes as climate change, resource efficiency, labor standards, product and service safety, community engagement, board policies, and corporate structure. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Advisor’s opinion ESG Factors are not applicable or it is not possible to implement them. The ESG Screens will be applied by the Specialist Managers that manage the Portfolio under the direction of the Adviser. The ESG Screens used by each Specialist Manager may differ from one another.

The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover.

 

38


The ESG Growth Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – The Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the broad range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Investment in Other Investment Companies Risk – To the extent that the Portfolio acquires securities issued by other investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies. Securities issued by other investment companies, including ETFs, are also equity securities and, as such, are subject to Market Risk and Management Risk.

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively do so.

 

   

ESG Investing Risk. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. The Portfolio’s use of ESG Factors in making investment decisions may include the following risks.

 

   

Risk of Excluding Performing Companies – The Portfolio’s ESG policy may cause it to perform differently than funds that do not have an ESG focus. The Portfolio’s ESG focus may result in the Portfolio foregoing opportunities to buy or sell certain securities when it might otherwise be advantageous to do so.

 

   

Information Risk – The ESG Screens used by the Portfolio are determined in part through the use of third party data and ESG rating agencies. Information relating to the ESG performance of the companies in which the Portfolio may invest may not be complete, accurate or readily available. This fact may negatively impact the effectiveness of the ESG Screens.

 

   

Foreign Investment Risk. –  Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies

 

 

39


The ESG Growth Portfolio (continued)

 

 

 

foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities. Additionally, risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time. The Portfolio generally considers “emerging markets” countries to be those included in the MSCI Emerging Markets Index.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Asset-Backed/Mortgage-Backed Securities Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of

 

 

40


The ESG Growth Portfolio (continued)

 

 

 

securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Risks Associated with Investments in Futures. The Portfolio is permitted to invest in futures. Investment in futures depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Futures involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks.

The value of futures may rise or fall more rapidly than other investments and there is a risk that the Portfolio may lose more than the original amount invested in futures. Futures also involve the risk that other parties to the futures contract may fail to meet their obligations, which could cause losses to the Portfolio. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances. Compared to other types of investments, futures may be harder to value and may also be less tax efficient. To the extent that the Portfolio uses futures to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the futures instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of futures may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

   

Thinly traded Securities. The Portfolio may invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Investment in these securities involve the following risks:

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Valuation Risk – When market quotations are not readily available or are deemed to be unreliable, the Portfolio values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board of Trustees. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.

 

 

41


The ESG Growth Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The ESG Growth Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on July 14, 2015. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     1st Qtr. 2017        6.77

Worst quarter:

     4th Qtr. 2018        -12.69

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Since
July 14,
2015
 

The ESG Growth Portfolio

    

HC Strategic Shares

    

– Before Taxes

     -8.39     3.71

– After Taxes on Distributions

     -9.63     2.87

– After Taxes on Distributions and Sale of Portfolio Shares

     -3.73     2.94

MSCI World Index (reflects no deduction for fees, expenses or taxes)

     -8.20     4.37

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

42


The ESG Growth Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since its inception in July 2015. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management, LLC (“Agincourt”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the portion of the Portfolio allocated to Agincourt since its inception.

Mellon: Karen Wong, CFA and William Cazalet, CAIA have co-managed the portion of the Portfolio allocated to Mellon (formerly Mellon Capital) since its inception. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since July, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

43


The Catholic SRI Growth Portfolio

 

 

Investment Objective

The Catholic SRI Growth Portfolio seeks to maximize total return subject to emphasizing socially responsible investments.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.21 ]% 

Other Expenses

     [0.21 ]% 

Total Annual Portfolio Operating Expenses

     [0.42 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your costs would be:

 

1 Year

   $ [43

3 Years

   $ [135

5 Years

   $ [235

10 Years

   $ [530
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Total Annual Portfolio Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 179.66]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities while retaining the flexibility to invest in fixed income securities. In addition to equity and fixed income securities, the Portfolio may invest in other instruments, including, but not limited to, derivatives. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization.

Further, under the supervision of the Adviser, the Portfolio integrates a range of social and moral concerns into its security selection process. These issues may include protecting human life; promoting human dignity; reducing arms production; pursuing economic justice; protecting the environment, and encouraging corporate responsibility. This will be accomplished with reference to the principles contained in the United States Conference of Catholic Bishops’ (“USCCB”) Socially Responsible Investing Guidelines (“Social Guidelines”). Potential investments for the Portfolio are selected for financial soundness and evaluated according to the Portfolio’s social criteria.

The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Additionally, in seeking to achieve its objective, the Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards.

 

44


The Catholic SRI Growth Portfolio (continued)

 

 

The Portfolio is not authorized or sponsored by the Roman Catholic Church or the USCCB. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover.

 

45


The Catholic SRI Growth Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

 

   

Multi-Manager Risk – The Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the broad range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

 

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

   

Investment in Other Investment Companies Risk – To the extent that the Portfolio acquires securities issued by other investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies. Securities issued by other investment companies, including ETFs, are also equity securities and, as such, are subject to Market Risk and Management Risk.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively do so.

 

   

Socially Responsible Investing Risk. The Portfolio considers the Social Guidelines in its investment process and may choose not to purchase, or may sell, otherwise profitable investments in companies which have been identified as being in conflict with the Social Guidelines. This means that the Portfolio may underperform other similar funds that do not consider the Social Guidelines when making investment decisions.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more

 

 

46


The Catholic SRI Growth Portfolio (continued)

 

 

 

costly than transaction expenses for domestic securities. Additionally, risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time. The Portfolio generally considers “emerging markets” countries to be those included in the MSCI Emerging Markets Index

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

   

Call/Prepayment Risk – When interest rates are declining, issuers of fixed income securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income.

 

   

Extension Risk – Fixed income securities held by the Portfolio are subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Asset-Backed/Mortgage-Backed Securities Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment

 

 

47


The Catholic SRI Growth Portfolio (continued)

 

 

   

feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Risks Associated with Investments in Futures. The Portfolio is permitted to invest in futures. Investment in futures depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Futures involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks.

The value of futures may rise or fall more rapidly than other investments and there is a risk that the Portfolio may lose more than the original amount invested in futures. Futures also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances. Compared to other types of investments, futures may be harder to value and may also be less tax efficient. To the extent that the Portfolio uses futures to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the futures instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of futures may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

   

Thinly traded Securities. The Portfolio may invest in securities, including privately placed and structured securities and derivatives, for which there may be limited markets/thinly traded issues. Investment in these securities involve the following risks:

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Valuation Risk – When market quotations are not readily available or are deemed to be unreliable, the Portfolio values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board of Trustees. Fair value pricing may require subjective determinations about the value of a security or other asset. As a result, there can be no assurance that fair value pricing will result in adjustments to the prices of securities or other assets, or that fair value pricing will reflect actual market value, and it is possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset.

 

 

48


The Catholic SRI Growth Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Catholic SRI Growth Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on January 12, 2016. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     4th Qtr. 2017        6.41

Worst quarter:

     4th Qtr. 2018        -13.50

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Since
January 12,
2016
 

The Catholic SRI Growth Portfolio

    

HC Strategic Shares

    

– Before Taxes

     -9.78     8.96

– After Taxes on Distributions

     -11.85     6.89

– After Taxes on Distributions and Sale of Portfolio Shares

     -4.44     6.60

MSCI World Index (reflects no deduction for fees, expenses or taxes)

     -8.20     9.25

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

49


The Catholic SRI Growth Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA and Scott Jacobson, CFA have managed the Portfolio since its inception in January 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management, LLC (“Agincourt”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the portion of the Portfolio allocated to Agincourt since its inception.

Mellon: Karen Wong, CFA and William Cazalet, CAIA have co-managed the portion of the Portfolio allocated to Mellon (formerly Mellon Capital) since its inception. Peter Goslin, CFA has co-managed the portion of the Portfolio allocated to Mellon since January 2018.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since January, 2016.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA, and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

50


The Institutional International Equity Portfolio

 

 

Investment Objective

The investment objective of The Institutional International Equity Portfolio is to maximize total return.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.33 ]% 

Other Expenses

     [0.09 ]% 

Acquired Fund Fees and Expenses

     [0.05 ]% 

Total Annual Portfolio Operating Expenses

     [0.47 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [48

3 Years

   $ [151

5 Years

   $ [263

10 Years

   $ [591
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 37.56]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in equity securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Under normal circumstances, the Portfolio will provide exposure to investments that are economically tied to at least three different countries, including the U.S., and at least 40% of the Portfolio’s net assets will provide exposure to investments that are economically tied to non-U.S. countries. Although the Portfolio, a diversified investment company, may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the MSCI EAFE Index. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in equity securities of issuers located in non-U.S. countries. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in a foreign currency and to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

51


The Institutional International Equity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

 

52


The Institutional International Equity Portfolio (continued)

 

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

53


The Institutional International Equity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Institutional International Equity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on November 20, 2009. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [    ]%.

 

Best quarter:

     3rd Qtr. 2010        16.22

Worst quarter:

     3rd Qtr. 2011        -20.97

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
November 20,
2009
 

The Institutional International Equity Portfolio

      

HC Strategic Shares

      

– Before Taxes

     -14.28     0.70     5.03

– After Taxes on Distributions

     -15.76     -1.03     3.68

– After Taxes on Distributions and Sale of Portfolio Shares

     -7.32     0.43     3.97

MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)

     -13.36     1.00     4.43

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

54


The Institutional International Equity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Artisan Partners Limited Partnership (“Artisan Partners”), Cadence Capital Management LLC (“Cadence”), Causeway Capital Management LLC (“Causeway”), City of London Investment Management Company Limited (“CLIM”), Lazard Asset Management LLC (“Lazard”), Mellon Investments Corporation (“Mellon”) and Parametric Portfolio Associates LLC (“Parametric”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Artisan Partners: Mark L. Yockey has managed the portion of the Portfolio allocated to Artisan Partners since November, 2009. Andrew J. Euretig and Charles Hamker have served as Associate Portfolio Managers to the portion of the Portfolio allocated to Artisan Partners since February, 2012.

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since August, 2013.

Causeway: Sarah H. Ketterer, Harry W. Hartford, James A. Doyle and Jonathan P. Eng have co-managed that portion of the Portfolio allocated to Causeway since November, 2009, Conor Muldoon has co-managed that portion of the Portfolio allocated to Causeway since September, 2010, and Alessandro Valentini has co-managed that portion of the Portfolio allocated to Causeway since April 2013, Ellen Lee has co-managed that portion of the Portfolio allocated to Causeway since January 2015, and Steven Nguyen has co- managed that portion of the Portfolio allocated to Causeway since January 2019.

CLIM: Michael Edmonds, James Millward and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since January, 2015.

Lazard: Paul Moghtader, Taras Ivanenko, Alex Lai and Craig Scholl have co-managed the portion of the Portfolio allocated to Lazard since September, 2011.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

55


The Emerging Markets Portfolio

 

 

Investment Objective

The investment objective of The Emerging Markets Portfolio is to provide maximum total return, primarily through capital appreciation.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.49 ]% 

Other Expenses

     [0.17 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.68 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [69

3 Years

   $ [218

5 Years

   $ [379

10 Years

   $ [847
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [50.01 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in securities of issuers domiciled or, in the view of the Specialist Manager, deemed to be doing material amounts of business in countries determined by the Specialist Manager to have a developing or emerging economy or securities market. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Typically 80% of the Portfolio’s net assets will be invested in equity securities, equity swaps, structured equity notes, equity linked notes and depositary receipts of issuers domiciled or, in the view of the Specialist Manager, deemed to be doing material amounts of business in emerging market countries. The Portfolio, a diversified investment company, invests primarily in the Morgan Stanley Capital International® Emerging Markets Index (“MSCI EM Index”) countries. As the MSCI EM Index introduces new emerging market countries, the Portfolio may include those countries among the countries in which it may invest. In determining securities in which to invest, the Portfolio’s management team will evaluate the countries’ economic and political climates with prospects for sustained macro and micro economic growth. The Portfolio’s management team will take into account traditional securities valuation methods, including (but not limited to) an analysis of price in relation to assets, earnings, cash flows, projected earnings growth, inflation and interest rates. Liquidity and transaction costs will also be considered. The Portfolio may also invest in companies of any market capitalization. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in securities issued by companies domiciled or deemed to be doing material amounts of business in countries that have a developing or emerging economy or securities market. Also, consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

 

56


The Emerging Markets Portfolio (continued)

 

 

Additionally, a portion of the Portfolio may be managed using a “passive” investment approach designed to approximate as closely as practicable, before expenses, the performance of either the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

57


The Emerging Markets Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

Passive Investing Risk – a portion of the Portfolio employs a passive investment approach, which attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Portfolio’s investment universe, as deemed appropriate by the Adviser, regardless of the current or projected performance of a specific security or a particular industry or market sector. Maintaining investments in securities regardless of market conditions or the performance of individual securities could cause the Portfolio’s return to be lower than if the Portfolio employed an active strategy. In addition, the Portfolio’s return may not match or achieve a high degree of correlation with the return of the target investment pool due to operating expenses, transaction costs, and cash flows.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Equity Risks. Investment in equity securities involves the following risks:

 

   

Equity Market Risk – The market value of an equity security and the equity markets in general can be volatile.

   

Small/Mid Cap Risk – Small and mid-cap companies may be more vulnerable to adverse business or economic developments than larger capitalization companies. Securities issued by these companies may be less liquid and/or more volatile than securities of larger companies or the overall securities markets. Small and mid-cap companies may be adversely affected during periods when investors prefer to hold securities of large capitalization companies.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

 

58


The Emerging Markets Portfolio (continued)

 

 

   

China Risk. In addition to the risks listed above under “Emerging Market Securities,” investing in China presents additional risks including confiscatory taxation, nationalization, exchange control regulations (including currency blockage) and differing legal standards. The Chinese government could, at any time, alter or discontinue economic reform programs implemented since 1978. Chinese authorities may intervene in the China securities market and halt or suspend trading of securities for short or even longer periods of time. Recently, the China securities market has experienced considerable volatility and been subject to relatively frequent and extensive trading halts and suspensions. These trading halts and suspensions have, among other things, contributed to uncertainty in the markets and reduced the liquidity of the securities subject to such trading halts and suspensions, which could include securities held by a Portfolio.

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of

   

securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

59


The Emerging Markets Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Emerging Markets Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on December 10, 2009. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [    ]%.

 

Best quarter:

     3rd Qtr. 2010        18.88

Worst quarter:

     3rd Qtr. 2011        -24.13

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 10,
2009
 

The Emerging Markets Portfolio

      

HC Strategic Shares

      

– Before Taxes

     -14.30     0.11     0.88

– After Taxes on Distributions

     -14.51     -0.50     0.38

– After Taxes on Distributions and Sale of Portfolio Shares

  

 

-7.99

    0.08     0.73

MSCI Emerging Markets Index (reflects no deduction for fees, expenses or taxes)

     -14.25     2.03     2.78

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

60


The Emerging Markets Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Cadence Capital Management LLC (“Cadence”), City of London Investment Management Company Limited (“CLIM”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and RBC Global Asset Management (UK) Limited (“RBC GAM”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Cadence: J. Paul Dokas, CFA and Robert E. Ginsberg, CFA have managed the portion of the Portfolio allocated to Cadence since October, 2013.

CLIM: Mark Dwyer has led the team responsible for managing the portion of the Portfolio allocated to CLIM since January, 2015.

Mellon: Karen Wong, CFA and Peter Goslin, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and William Cazalet, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March, 2015.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Parametric (Tax-Managed Custom Core Strategy): Thomas Seto has managed the portion of the Portfolio allocated to Parametric’s Tax-Managed Custom Core Strategy since March, 2018.

RBC GAM: Philippe Langham, ACA, and Laurence Bensafi, CFA, have managed the portion of the Portfolio allocated to RBC since July, 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

61


The Core Fixed Income Portfolio

 

 

Investment Objective

The investment objective of The Core Fixed Income Portfolio is to provide a high level of current income consistent with the preservation of capital.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.15 ]% 

Other Expenses

     [0.21 ]% 

Acquired Fund Fees and Expenses

     [0.01 ]% 

Total Annual Portfolio Operating Expenses

     [0.37 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes the reinvestment of all dividends and distributions in shares of the Portfolio and that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [38

3 Years

   $ [119

5 Years

   $ [208

10 Years

   $ [468
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [34.05 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in fixed income securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio, under normal circumstances, invests predominantly in fixed income securities that, at the time of purchase, are rated in one of four highest rating categories assigned by one of the major independent rating agencies (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or are, in the view of the Specialist Manager, deemed to be of comparable quality. Securities in the fourth highest rating category may have speculative characteristics. From time to time, a substantial portion of the Portfolio, a diversified investment company, may be invested in any of the following: (1) investment grade mortgage-backed or asset-backed securities; (2) securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies; (3) investment grade fixed income securities issued by U.S. corporations; or (4) municipal bonds (i.e., debt securities issued by municipalities and related entities). Under normal conditions, the Portfolio may invest up to 20% of its assets in high yield securities (“junk bonds”) as well as cash or money market instruments in order to maintain liquidity, or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Aggregate Bond Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Aggregate Bond Index as of June 30, 2019 was [12.9] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes.

 

62


The Core Fixed Income Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

63


The Core Fixed Income Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

 

   

High Turnover Risk – High portfolio turnover will cause the Portfolio to incur additional transaction costs; higher transaction costs will reduce total return. High portfolio turnover also is likely to generate short-term capital gains, which, once distributed, is taxed to the shareholder as ordinary income and does not retain its character as short-term capital gain in the hands of a shareholder.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are

 

neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

 

64


The Core Fixed Income Portfolio (continued)

 

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities. Portfolio dividends derived from certain “private activity” municipal securities generally will constitute an item of tax preference includable in alternative minimum taxable income for both corporate and non-corporate taxpayers.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires

   

shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

 

65


The Core Fixed Income Portfolio (continued)

 

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation

   

between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

66


The Core Fixed Income Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Core Fixed Income Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [    ]%.

 

Best quarter:

     3rd Qtr. 2009        4.49

Worst quarter:

     4th Qtr. 2016        -2.74

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Core Fixed Income Portfolio

      

HC Strategic Shares

      

– Before Taxes

     -0.61     2.37     3.68

– After Taxes on Distributions

     -1.70     1.27     2.40

– After Taxes on Distributions and Sale of Portfolio Shares

     -0.37     1.33     2.41

Bloomberg Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)

     0.01     2.52     3.48

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

67


The Core Fixed Income Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Agincourt Capital Management, LLC (“Agincourt”) and Mellon Investments Corporation (“Mellon”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the Portfolio since March, 2015.

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

68


The Fixed Income Opportunity Portfolio

 

Investment Objective

The investment objective of The Fixed Income Opportunity Portfolio is to achieve above-average total return by investing in high yield securities commonly referred to as “junk bonds.”

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees (based on asset allocations among Specialist Managers, see “Advisory Services – Specialist Managers”)

     [0.38 ]% 

Other Expenses

     [0.08 ]% 

Acquired Fund Fees and Expenses

     [0.04 ]% 

Total Annual Portfolio Operating Expenses

     [0.50 ]% 

Example: This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes the reinvestment of all dividends and distributions in shares of the Portfolio and that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [51

3 Years

   $ [160

5 Years

   $ [280

10 Years

   $ [628

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [51.53 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of net assets) in fixed income securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. A principal investment strategy of the Portfolio is to invest in high yield securities including “junk bonds.” Under normal circumstances, at least 50% of the Portfolio’s total assets will be invested in junk bonds. These securities are fixed income securities that are rated below the fourth highest category assigned by one of the major independent rating agencies or are, in the view of the Specialist Manager, deemed to be of comparable quality. Such securities may include: corporate bonds, collateralized loan obligations (CLOs), collateralized bond obligations (CBOs) and collateralized debt obligations (CDOs) (CDO investments are expected to be limited to less than 15% of the Portfolio), agency and non-agency mortgage-backed securities, collateralized mortgage obligations, commercial mortgage-backed securities and asset-backed securities, REITs, foreign fixed income securities, including emerging market debt, convertible bonds, preferred stocks, treasury inflation bonds, loan participations, swaps and fixed and floating rate loans. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities.

The Portfolio may invest in U.S. government securities, including but not limited to treasuries, agencies and commercial paper. The Portfolio may also hold a portion of its assets in cash or money market instruments in order to maintain liquidity or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase.

Consistent with its investment policies, the Portfolio may purchase and sell high yield securities. Purchases and sales of securities may be effected without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but, under normal circumstances, the Portfolio will have an effective dollar weighted average portfolio

 

69


The Fixed Income Opportunity Portfolio (continued)

 

 

maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, which range, as of June 30, 2019, was between [1 and 13] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment.

The performance benchmark for this Portfolio is the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, an unmanaged index of high yield securities that is widely recognized as an indicator of the performance of such securities. The Specialist Managers actively manage the interest rate risk of the Portfolio relative to this benchmark.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

70


The Fixed Income Opportunity Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in

   

interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Extension Risk – These securities are also subject to the risk that payment on the loans underlying the securities held by the Portfolio will be made more slowly when interest rates are rising. This could cause the market value of the securities to decline.

 

 

71


The Fixed Income Opportunity Portfolio (continued)

 

 

   

Floating Rate Loans Risk – The risks associated with floating rate loans are similar to the risks of below investment grade securities. Changes in economic conditions are likely to cause issuers of these securities to be unable to meet their obligations. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured. The sale and purchase of a bank loan are subject to the requirements of the underlying credit agreement governing such bank loan. These requirements may limit the eligible pool of potential bank loan holders by placing conditions or restrictions on sales and purchases of bank loans. Further, bank loans are not traded on an exchange and purchasers and sellers of bank loans rely on market makers, usually the administrative agent for a particular bank loan, to trade bank loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of loans. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Portfolio to replace a particular loan with a lower-yielding security. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Portfolio may assume the credit risk of the primary lender in addition to the borrower, and investments in loan assignments may involve the risks of being a lender.

 

   

Loan Participation Risk – Loan participations typically will result in a Portfolio having a contractual relationship only with the lender, not with the borrower. In connection with purchasing loan participations, a Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Portfolio may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, a Portfolio will assume the credit risk of both the borrower and the lender that is selling the participation. A Portfolio may have difficulty disposing of loan participations as the market for such instruments is not highly liquid.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

   

High Yield Bond Risk – High yield bonds, commonly referred to as “junk bonds,” are considered speculative under traditional investment standards. Prices of these securities will rise and fall primarily in response to changes in the issuer’s financial health, although changes in market interest rates also will affect prices. High yield bonds may also experience reduced liquidity, and sudden and substantial decreases in price, during certain market conditions.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments, including option and futures contracts, may be intensified in the case of investments in emerging market countries, whose

 

 

72


The Fixed Income Opportunity Portfolio (continued)

 

 

 

political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the MSCI EAFE Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

 

   

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

 

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or

   

otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

 

   

Other Risks

 

   

REIT Risk – REIT prices may fall because of the failure of borrowers to pay their loans and/or poor management. The value of REITs may also be affected by increases in property taxes and changes in tax laws and interest rates.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

73


The Fixed Income Opportunity Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Fixed Income Opportunity Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each of the last ten full calendar years. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     2nd Qtr. 2009        11.28

Worst quarter:

     3rd Qtr. 2011        -6.51

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Ten
Year
 

The Fixed Income Opportunity Portfolio HC Strategic Shares

      

– Before Taxes

     0.25     3.88     9.31

– After Taxes on Distributions

     -2.05     1.26     6.47

– After Taxes on Distributions and Sale of Portfolio Shares

     0.16     1.80     6.22

Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index (reflects no deduction for fees, expenses or taxes)

     -1.88     3.79     9.95

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

 

74


The Fixed Income Opportunity Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

City of London Investment Management Company Limited (“CLIM”), Fort Washington Investment Advisors, Inc. (“Fort Washington”), Mellon Investments Corporation (“Mellon”), Parametric Portfolio Associates LLC (“Parametric”) and Western Asset Management Company, LLC (“Western Asset”) are the Specialist Managers for the Portfolio with responsibility for the management of the Portfolio’s assets that are invested directly in fixed income securities.

Portfolio Managers:

CLIM: James Millward, Michael Edmonds and Michael Sugrue have managed the portion of the Portfolio allocated to CLIM since November, 2014.

Fort Washington: Garrick Bauer has co-managed this portion of the Portfolio since March, 2016. Timothy Jossart has co-managed the portion of the Portfolio allocated to Fort Washington since May, 2012.

Mellon: Manuel Hayes and Stephanie Shu, CFA have co-managed the portion of the Portfolio allocated to Mellon since August, 2013 and Paul Benson, CFA, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March 2016. Nancy Rogers, CFA has also co-managed this portion of the Portfolio since November 2016.

Parametric (Liquidity Strategy): Justin Henne, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Liquidity Strategy since March, 2015.

Parametric (Targeted Strategy): Justin Henne, CFA, Tom Lee, CFA, Clint Talmo, CFA and Jason Nelson, CFA have managed the portion of the Portfolio allocated to Parametric’s Targeted Strategy since June, 2016.

Western Asset: S. Kenneth Leech and Harris Trifon have co-managed the portion of the Portfolio allocated to Western Asset since July, 2014, Ian Justice has co-managed the portion of the Portfolio allocated to Western Asset since October, 2014 and Greg E. Handler has co-managed the portion of the Portfolio allocated to Western Asset since January, 2019.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable, and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

75


The U.S. Government Fixed Income Securities Portfolio

 

Investment Objective

The investment objective of The U.S. Government Fixed Income Securities Portfolio is to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing in a diversified portfolio of primarily U.S. Treasury and government related fixed income securities.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.11 ]% 

Other Expenses

     [0.08 ]% 

Total Annual Portfolio Operating Expenses

     [0.19 ]% 

Example: This Example is intended to help you compare the cost of investing in the HC Strategic Shares of the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [19

3 Years

   $ [61

5 Years

   $ [107

10 Years

   $ [243

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [31.43 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. Securities in which the Portfolio may invest include bonds, notes and certificates of deposit. These may include securities issued by federal agencies and instrumentalities that are not backed by the full faith and credit of the U.S. Government. In general the portfolio will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Government Index. Securities held by the Portfolio will be rated investment grade or better by at least two rating agencies at the time of purchase if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. Overall credit quality of the Portfolio will be maintained at a level substantially equal to that of the Bloomberg Barclays U.S. Government Index. The Portfolio will attempt to be fully invested at all times in U.S. Government fixed income securities, but may hold cash positions at times to adjust the duration of the Portfolio to more closely approximate that of the Bloomberg Barclays U.S. Government Index, to replicate the interest rate sensitivity of the securities in the Bloomberg Barclays U.S. Government Index, or to approximate the exposure to cash in the Bloomberg Barclays U.S. Government Index from coupon payments, principal payments or called securities. The Portfolio intends to maintain an effective dollar weighted average portfolio maturity similar to that of the Bloomberg Barclays U.S. Government Index, which was [7.50] years as of June 30, 2019. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in U.S. fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

76


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened

   

volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. This risk should be low for the Portfolio as it invests mainly in securities that are not callable.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

 

77


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Government Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was –[ ]%.

 

Best quarter:

     3rd Qtr. 2011        5.82

Worst quarter:

     4th Qtr. 2016        -3.42

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 6,
2010
 

The U.S. Government Fixed Income Securities Portfolio HC Strategic Shares

      

– Before Taxes

     0.67     1.73     1.86

– After Taxes on Distributions

     -0.15     0.96     1.04

– After Taxes on Distributions and Sale of Portfolio Shares

     0.39     1.01     1.15

Bloomberg Barclays U.S. Government Index (reflects no deduction for fees, expenses or taxes)

     0.88     1.99     2.08

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

 

78


The U.S. Government Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

79


The Inflation Protected Securities Portfolio

 

Investment Objective

The investment objective of The Inflation Protected Securities Portfolio is to provide inflation protection and income consistent with investment in inflation-indexed securities.

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.09 ]% 

Other Expenses

     [0.07 ]% 

Total Annual Portfolio Operating Expenses

     [0.16 ]% 

Example: This Example is intended to help you compare the cost of investing in the HC Strategic Shares of the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $[16]  

3 Years

   $ [52

5 Years

   $ [90

10 Years

   $ [205

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 19.97]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in inflation-indexed bonds issued by the U.S. government and non-U.S. governments, their agencies and instrumentalities and corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may invest in non-investment grade securities (“junk bonds”). Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Treasury Inflation Protected Securities Index (“Barclays US TIPS Index”), which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Barclays US TIPS Index as of June 30, 2019 was [8.3] years. The Portfolio may invest in securities issued by foreign corporations. The Portfolio’s investments in non-U.S. governments and corporations may include securities issued in emerging markets countries.

 

80


The Inflation Protected Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Deflation Risk – Deflation risk is the possibility that prices throughout the economy decline over time – the opposite of inflation. If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses.

   

Inflation Indexed Bonds Risk – The principal value of an investment is not protected or otherwise guaranteed by virtue of the Portfolio’s investments in inflation-indexed bonds. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced.

Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal value.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Inflation-indexed bonds issued by non-U.S. governments would be expected to be indexed to the inflation rates prevailing in those countries.

 

   

Inflation Indexed Bonds Tax Risk – Any increase in the principal amount of an inflation-indexed security may be included for tax purposes in the Portfolio’s gross income, even though no cash attributable to such gross income has been received by the Portfolio. In such event, the Portfolio may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the Portfolio may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Portfolio and additional

 

 

 

81


The Inflation Protected Securities Portfolio (continued)

 

 

 

capital gain distributions to shareholders. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Portfolio may cause amounts previously distributed to shareholders in the taxable year as income to be characterized as a return of capital.

 

   

Non-Investment-Grade Securities – Non-investment-grade securities, also referred to as “high-yield securities” or “junk bonds,” are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (for example, lower than Baa3/P-2 by Moody’s Investors Service, Inc. (Moody’s) or below BBB–/A-2 by Standard & Poor’s) or are determined to be of comparable quality by the fund’s advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Emerging Markets Risk – Risks associated with foreign investments may be intensified in the case of investments in emerging market countries, whose political, legal and economic systems are less developed and less stable than those of more developed nations. Such investments are often less liquid and/or more volatile than securities issued by companies located in developed nations, such as the United States, Canada and those included in the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index. Certain types of securities, including emerging market securities, are subject to the risk that the securities may not be sold at the quoted market price within a reasonable period of time.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

82


The Inflation Protected Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The Inflation Protected Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s HC Strategic Shares yearly performance for each full calendar year since the Portfolio’s HC Strategic Shares inception on April 3, 2014. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [ ]%.

 

Best quarter:

     1st Qtr. 2016        4.39

Worst quarter:

     4th Qtr. 2016        -2.45

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Since
April 3,
2014
 

The Inflation Protected Securities Portfolio HC Strategic Shares

    

– Before Taxes

     -1.53     1.13

– After Taxes on Distributions

     -2.65     0.35

– After Taxes on Distributions and Sale of Portfolio Shares

     0.90 %     0.52

Bloomberg Barclays U.S. Treasury Inflation Protected Securities Index (reflects no deduction for fees, expenses or taxes)

     -1.26     1.46

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

 

83


The Inflation Protected Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions (the “Adviser”) is the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since its inception in February 2014. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Mellon: Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA and Stephanie Shu, CFA have also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

84


The U.S. Corporate Fixed Income Securities Portfolio

 

Investment Objective

The investment objective of The U.S. Corporate Fixed Income Securities Portfolio is to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing primarily in a diversified portfolio of investment grade fixed income securities issued by U.S. corporations.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.13 ]% 

Other Expenses

     [0.08 ]% 

Acquired Fund Fees and Expenses

     [0.02 ]% 

Total Annual Portfolio Operating Expenses

     [0.23 ]% 

Example: This Example is intended to help you compare the cost of investing in the HC Strategic Shares of the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [24

3 Years

   $ [74

5 Years

   $ [130

10 Years

   $ [293
 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [ 24.55]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in fixed income securities issued by U.S. corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. In general, the Portfolio invests predominantly in investment grade fixed income securities and will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Corporate Index. Securities held by the Portfolio will be rated investment-grade or better by one of the established rating agencies or, if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. Securities held by the Portfolio which are downgraded below investment-grade by all ratings agencies may be retained up to a maximum market value of 5% of the Portfolio. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Corporate Investment Grade Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Corporate Investment Grade Index as of June 30, 2019 was [10.80] years. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in investment grade fixed income securities issued by U.S. corporations. The Portfolio may also invest up to 20% of its assets in municipal bonds (i.e., debt securities issued by municipalities and related entities). The Portfolio may invest in fixed income securities of foreign issuers.

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

85


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

There are also risks associated with the overall structure of the Portfolio. These include:

 

   

Multi-Manager Risk – the Portfolio’s multi-manager structure involves the risk that the Specialist Managers serving the Portfolio do not achieve favorable investment results relative to other investments or that the Portfolio’s assets are not effectively allocated among Specialist Managers in a manner that enhances the Portfolio’s total return or reduces the volatility that might be expected of any one management style. Additionally, the multi-manager structure may, under certain circumstances, cause the Portfolio to incur higher trading costs than might occur in a fund served by a single investment adviser.

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

   

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with

   

longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Municipal Bond Risk – The risk of a municipal obligation generally depends on the financial and credit status of the issuer. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell the security. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax

 

 

 

86


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

 

laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

   

Foreign Investment Risk. Investment in foreign securities involves the following risks:

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

87


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Corporate Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

 

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [     ]%.

 

Best quarter:

   3rd Qtr. 2011      4.37

Worst quarter:

   2nd Qtr. 2013      -4.03

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 6,
2010
 

The U.S. Corporate Fixed Income Securities Portfolio HC Strategic Shares

      

– Before Taxes

     -2.32     3.05     3.54

– After Taxes on Distributions

     -3.65     1.56     1.98

– After Taxes on Distributions and Sale of Portfolio Shares

     -1.38     1.70     2.14

Bloomberg Barclays U.S. Corporate Index (reflects no deduction for fees, expenses or taxes)

     -2.51     3.28     3.95

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

 

88


The U.S. Corporate Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadvisers

Agincourt Capital Management LLC (“Agincourt”) and Mellon Investments Corporation (“Mellon”) are the Specialist Managers for the Portfolio.

Portfolio Managers:

Agincourt: L. Duncan Buoyer, CFA and B. Scott Marshall, CFA have co-managed the Portfolio since March, 2015.

Mellon: Manuel Hayes has co-managed the Portfolio since August 2013 and Paul Benson, CFA, CAIA has co-managed the portion of the Portfolio allocated to Mellon since March 2016. Nancy Rogers, CFA has also co-managed this portion of the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

89


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

 

 

Investment Objective

The investment objective of The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio is to seek to provide a moderate and sustainable level of current income, consistent with the preservation of capital by investing primarily in a diversified portfolio of publicly issued mortgage and asset backed securities.

 

Fees and Expenses

The fee and expense tables below describe the fees and expenses that you may pay if you buy and hold HC Strategic Shares of the Portfolio.

Shareholder Fees

(fees paid directly from your investment)

 

Maximum Sales Charges

     None  

Maximum Redemption Fee

     None  

Annual Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

 

Management Fees

     [0.11  ]% 

Other Expenses

     [0.12 ]% 

Acquired Fund Fees and Expenses

     [0.03  ]% 

Total Annual Portfolio Operating Expenses

     [0.26 ]% 

Example: This Example is intended to help you compare the cost of investing in the HC Strategic Shares of the Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolio’s Total Annual Operating Expenses remain the same. Although your actual cost may be higher or lower, based on these assumptions, your cost would be:

 

1 Year

   $ [27

3 Years

   $ [84

5 Years

   $ [146

10 Years

   $ [331

 

 

Portfolio Turnover

The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” investments in its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in the Total Annual Operating Expenses or in the Example, affect the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover was [15.05 ]% of the average value of its portfolio.

Principal Investment Strategies

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e. at least 80% of net assets) in U.S. mortgage and asset backed securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio invests predominantly in publicly issued, investment grade U.S. mortgage and asset backed securities and, in general, seeks to maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Securitized Index. The Portfolio will seek to invest in U.S. dollar denominated agency and non-agency mortgage-backed securities backed by loans secured by residential, multifamily and commercial properties including, but not limited to: pass throughs, collateralized mortgage obligations (“CMOs”), real estate mortgage investment conduits (“REMICs”), stripped mortgage-backed securities (“SMBS”), project loans, construction loans, and adjustable rate mortgages. Income from MBS, ABS, CMO, REMIC and SMBS investments of the Portfolio will be taxed as ordinary income when distributed to shareholders unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in mortgage and asset backed securities. The Portfolio may also invest in U.S. Treasury and agency securities. Securities must be rated investment-grade or better by a nationally recognized credit rating agency at the time of purchase or, if not rated by an agency, of comparable credit quality as determined by the Specialist Manager at the time of purchase. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Securitized Index, which has a weighted average maturity of [7.2] years as of June 30, 2019 and can vary between [1 and 9] years.

 

90


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

The Portfolio is authorized to operate on a multi-manager basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Trust seeks to engage skilled Specialist Managers to provide a broad exposure to the relevant asset class and returns in excess of the Portfolio’s benchmark over time.

 

91


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Principal Investment Risks

Investing in the Portfolio involves risks common to any investment in securities. There is no guarantee that the Portfolio will achieve its investment objective and, as is the case with any investment, you may lose money on your investment in the Portfolio. All mutual funds, including the Portfolio, are subject to Management Risk – the risk that the investment strategies employed in the investment selection process may not result in an increase in the value of your investment or in overall performance equal to other investments and Market Risk – the risk that the value of the securities held by a portfolio may decline in response to general market and economic conditions, or conditions that affect specific market sectors or individual companies.

 

Additionally, the range of securities in which the Portfolio may invest, and the several investment strategies that may be used in seeking to achieve the Portfolio’s objective, involve additional risks. These are summarized below.

 

 

Fixed Income Risk. Investments in fixed income securities may involve the following risks, depending on the instrument involved:

 

   

Credit Risk – An investment in the Portfolio also involves the risk that the issuer of a fixed income security that the Portfolio holds will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time, thus potentially reducing the Portfolio’s return. Changes in economic conditions are likely to cause issuers of these fixed income securities to be unable to meet their obligations. The lower the rating of a debt security, the higher its credit risk. In addition, the securities of many U.S. Government agencies, authorities or instrumentalities in which the Portfolio may invest are neither issued nor guaranteed by the U.S. Government, and may be supported only by the ability of the issuer to borrow from the U.S. Treasury or by the credit of the issuer.

 

   

Interest Rate Risk – The value of fixed income securities held in the Portfolio, including U.S. Government securities, may decline with changes in interest rates. Prices of fixed income securities with longer effective maturities are more sensitive to interest rate changes than those with shorter effective maturities. U.S. Government securities can exhibit price movements resulting from changes in interest rates. During low interest rate environments, the risk that interest rates will rise is increased. Such increases may expose fixed income markets to heightened volatility and reduced liquidity for certain fixed income investments, particularly those with longer maturities. These risks are greater when a low interest rate environment has existed for an extended period of time.

 

   

Asset-Backed/Mortgage-Backed Security Risk – The market value and yield of asset-backed and mortgage-backed securities can vary due to market interest rate fluctuations and early prepayments of underlying instruments. Although these securities may offer yields higher than those available from other types of securities, these securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. During periods of difficult or frozen credit markets, significant changes in interest rates, or deteriorating economic conditions, such securities may decline in value, face valuation difficulties, become more volatile and/or become illiquid. Mortgage-backed securities may be particularly susceptible to Prepayment Risk.

 

   

Call/Prepayment Risk – When interest rates are declining, issuers of securities held by the Portfolio may prepay principal earlier than scheduled. As a result of this risk, the Portfolio may have to reinvest these prepayments at those lower rates, thus reducing its income. Mortgage-backed and asset-backed securities are especially sensitive to prepayment.

 

   

Liquidity Risk – At times, certain securities may be difficult or impossible to sell at the price that would normally prevail in the market. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

 

   

Exchange-Traded Funds Risk – An investment in securities issued by an ETF may be subject to the following risks: (1) shares of the ETF may trade at a discount to its net asset value; (2) an active trading market for the ETF’s shares may not develop; (3) the exchange on which the ETF is listed may, under certain circumstances, suspend trading of the ETF’s shares; and (4) to the extent that an ETF is acquired in order to track a specific asset or index, the ETF may fail to effectively accomplish that goal.

 

 

 

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The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

   

Investment in Other Investment Companies Risk – As with other investments, investments in other investment companies are subject to market and selection risk. To the extent that the Portfolio acquires shares of investment companies, shareholders bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of the acquired investment companies.

 

 

Foreign Investment Risk. Investment in foreign securities involves the following risks:

 

   

Foreign Securities Risk – Investments in securities issued by non-U.S. companies and/or non-U.S. governments and their agencies, may be adversely affected by the lack of timely or reliable financial information, political, social and/or economic developments abroad and differences between U.S. and foreign regulatory requirements and market practices. Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar and transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

   

Foreign Currency Risk – Securities denominated in foreign currencies are subject to the risk that the value of the foreign currency will decline in relation to the U.S. dollar. Currency exchange rates can be volatile and can be affected by, among other factors, the general economics of a country, or the actions of the U.S. or foreign governments or central banks. In addition, transaction expenses related to foreign securities, including custody fees, are generally more costly than transaction expenses for domestic securities.

 

 

Risks Associated with Investments in Derivatives. The Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards. Investment in derivatives depends largely on the performance of an underlying reference instrument or rate and the Specialist Manager’s ability to predict correctly the direction of securities prices, interest rates, currency exchange rates and/or other economic factors. Derivatives involve additional costs and often have risks similar to an investment in the reference instrument in addition to other risks, such as:

   

General Derivative Risks – The value of derivative instruments may rise or fall more rapidly than other investments, and there is a risk that the Portfolio may lose more than the original amount invested in the derivative instrument. Derivative instruments also involve the risk that other parties to the derivative contract may fail to meet their obligations, which could cause losses to the Portfolio.

 

   

Counterparty Risk – The Portfolio will be subject to counterparty credit risk with respect to derivative contracts entered into by the Portfolio or held by special purpose or structured vehicles in which the Portfolio invests, including other investment companies. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Portfolio may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The Portfolio may obtain only a limited recovery or may obtain no recovery in such circumstances.

 

   

Derivatives Tax Risk – Compared to other types of investments, derivatives may be harder to value and may also be less tax efficient. In addition, changes in government regulation of derivative instruments could affect the character, timing and amount of the Portfolio’s taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy, which could make the investment strategy more costly to implement or require the Portfolio to change its investment strategy. To the extent that the Portfolio uses derivatives for hedging or to gain or limit exposure to a particular market or market segment, there may be imperfect correlation between the value of the derivative instrument and the value of the instrument being hedged or the relevant market or market segment, in which case the Portfolio may not realize the intended benefits. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

There is no guarantee that the Portfolio will meet its goals. It is possible to lose money by investing in the Portfolio.

 

 

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The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Performance Bar Chart and Table

Performance. The chart and table below show how The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio has performed, and how its performance has varied, from year to year. The bar chart shows returns on a before-tax basis and gives some indication of risk by showing changes in the Portfolio’s yearly performance for each full calendar year since the Portfolio’s inception on December 6, 2010. The table accompanying the bar chart compares the Portfolio’s performance over time on a before and after-tax basis to that of a broad based market index. Of course, past performance, before and after taxes, does not indicate how the Portfolio will perform in the future.

Year-by-Year Total Returns as of 12/31*

 

LOGO

 

*

Results shown on a calendar year basis; the Portfolio’s fiscal year, however, is June 30.

The Portfolio’s HC Strategic Shares before-tax return for the period from January 1, 2019 through September 30, 2019 (non-annualized) was [    ]%.

 

Best quarter:

     2nd Qtr. 2011        2.25

Worst quarter:

     4th Qtr. 2016        -2.04

Average Annual Total Returns

(for the periods ended 12/31/18)

 

     One
Year
    Five
Year
    Since
December 6,
2010
 

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio HC Strategic Shares

      

– Before Taxes

     0.75     2.13     2.12

– After Taxes on Distributions

     -0.42     0.94     0.91

– After Taxes on Distributions and Sale of Portfolio Shares

     0.43     1.09     1.11

Bloomberg Barclays U.S. Securitized Index (reflects no deduction for fees, expenses or taxes)

     0.99     2.51     2.47

After-tax returns are calculated using the historical highest individual Federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold Portfolio shares through tax-deferred arrangements, such as qualified retirement plans.

 

 

 

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The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio (continued)

 

 

Investment Adviser

HC Capital Solutions serves as the Portfolio’s investment adviser.

Portfolio Managers:

Brad Conger, CFA has managed the Portfolio since August, 2013. Scott Jacobson, CFA has managed the Portfolio since January, 2016. Mark Hamilton has managed the Portfolio since August, 2018.

Investment Subadviser

Mellon Investments Corporation (“Mellon”) is the Specialist Manager for the Portfolio.

Portfolio Managers:

Mellon: Gregg Lee, CFA has co-managed the Portfolio since December, 2012 and Paul Benson, CFA, CAIA has co-managed the Portfolio since March 2016. Nancy Rogers, CFA has also co-managed the Portfolio since November 2016.

Tax Information

The Portfolio intends to make distributions each year. The Portfolio’s distributions are taxable and will be taxed as ordinary income, capital gains or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

For more information on purchasing and selling shares of the Portfolio and financial intermediary compensation, please see “Summary of Other Important Information Regarding Portfolio Shares.”

 

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Summary of Other Important Information Regarding Portfolio Shares

 

 

Purchasing and Selling Your Shares

You may purchase HC Strategic Shares of the Portfolio only if you are an investor for whom Hirtle Callaghan & Co., LLC provides Chief Investment Officer services. HC Strategic Shares of the Portfolio are sold at their net asset value per share (“NAV”) next calculated after your purchase order is received by the Trust. You may redeem your shares in the Portfolio on any regular business day. Redemption requests for all or any portion of your account with the Trust, must be in writing and must be signed by the shareholder(s) named on the account or an authorized representative.

The Trust does not impose investment minimums or sales charges of any kind. In addition, if you purchase shares of the Trust through a program of services offered by a financial intermediary, you may incur advisory fees or custody expenses in addition to those expenses described in this Prospectus. Investors should contact such intermediary for information concerning what, if any, additional fees may be charged.

Payment to Broker-Dealers and Other Financial Institutions

If you purchase shares of the Portfolio through a broker-dealer or other financial intermediary (such as a bank or financial advisor), the Portfolio and its distributor may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary to recommend the Portfolio over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.

 

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More Information About Fund Investments and Risks

 

 

The Institutional Value Equity Portfolio

The Portfolio is designed to implement a value-oriented investment approach. A “value investor” seeks to select securities that trade for less than the intrinsic value of the issuing company, as measured by fundamental investment considerations such as earnings, book value and dividend paying ability.

Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts and exchange-traded funds in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in commercial paper.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric and PIMCO are currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio is managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Value Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Value Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Value Index.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy” and a “Targeted Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

 

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More Information About Fund Investments and Risks (continued)

 

 

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts and/or exchange traded funds (ETFs). The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The PIMCO Investment Selection Process:   

PIMCO employs an investment approach typically referred to as an enhanced-index strategy to attempt to outperform the S&P 500 Index (the “Index”), a widely used measure of the U.S. stock market. PIMCO generally invests in S&P 500 Index linked derivatives, such as futures contracts, which provide passive exposure to the return of the Index. It then fully collateralizes this exposure with an actively managed, short duration portfolio of fixed-income securities that offers the potential for excess returns relative to the Index. While most of the performance is driven by the passive stock exposure, PIMCO’s active management of the underlying bond collateral seeks to add incremental return above that of the Index.

  

The security and sector specific sources of the additional yield over money market rates in the portfolio will vary over time depending on PIMCO’s views of relative value in the fixed income market, although the yield premium from any given security will generally fall into one or more of four categories: liquidity premium, term premium, credit premium and volatility premium. Securities that have a modestly longer duration than the zero to three month term of the equity index futures contracts will generally provide incremental yield in the form of a term premium. In most market environments, PIMCO also attempts to capture both the credit yield premium provided by holding a portion of the fixed income portfolio in securities with some modest sensitivity to credit risk, like corporate bonds, and the volatility yield premium provided by holding high quality mortgage securities.

The PIMCO/Parametric Investment Selection Process:   

PIMCO, through sub-adviser, Parametric, currently manages assets for the Portfolio using the PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (the “RAFI US Multifactor Strategy”). The RAFI US Multifactor Strategy is a smart beta strategy that seeks to track the investment results of the RAFI Dynamic Multi-Factor U.S. Index and is designed to take time-varying exposures to five return factors: value, momentum, low volatility, quality and size. By diversifying and weighting across these factors through a combination of valuation and momentum metrics, the RAFI US Multifactor Strategy seeks to build the most attractive factor portfolios under the premise that that individual factors become cheap and expensive before ultimately ‘mean reverting’ (as do the prices of individual stocks, sectors and countries).

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a

 

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substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

 

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More Information About Fund Investments and Risks (continued)

 

 

The Institutional Growth Equity Portfolio

The Portfolio is designed to implement a growth-oriented investment approach. “Growth investing” means that securities acquired for the Portfolio can be expected to have above-average potential for growth in revenue and earnings.

Up to 20% of the total assets of the actively managed portion of the Portfolio may be invested in income-producing securities other than common stock, such as bonds that are convertible into common stock. Up to 20% of the total assets of the total Portfolio may also be invested in securities issued by non-U.S. companies. Although some of the equity securities in which the Portfolio will invest are expected to be dividend paying issues, income is a secondary consideration in the stock selection process. Accordingly, dividends paid by this Portfolio can generally be expected to be lower than those paid by The Institutional Value Equity Portfolio. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts, swaps and exchange-traded funds in order to pursue their investment objectives, gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. The Portfolio may also use currency forwards in connection with the purchase and sale of securities denominated in foreign currencies. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in commercial paper.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Jennison, Parametric and PIMCO are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Russell 1000® Index. The particular segments of the Russell 1000® Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell 1000® Growth Index is an unmanaged, market cap-weighted index, which is reviewed and reconstituted each year. Further information about the Russell 1000® Growth Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell 1000® Growth Index.

The Jennison Investment Selection Process:   

Jennison selects stocks on a company-by-company basis, driven by fundamental research. The bottom-up approach seeks to find companies that possess some or all of the following characteristics: above-average growth in units, revenues, cash flows, and earnings; a defendable competitive position; an enduring business franchise offering a differentiated product and/or service; as well as companies with a proven management team. It is also important for companies to have a robust balance sheet with a high or improving return on equity, return on assets or return on invested capital. Jennison will consider selling or reducing the weight of a position in the Portfolio if there is a change in a stock’s fundamentals that Jennison views as unfavorable; the stock reaches its full valuation; or a more attractive Portfolio candidate emerges.

 

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More Information About Fund Investments and Risks (continued)

 

 

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of a U.S. large cap index. The particular segments of a U.S. large cap index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. large cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the using three separate and distinct strategies: a “Defensive Equity Strategy,” a “Liquidity Strategy” and a “Targeted Strategy.”

  

Parametric Defensive Equity Strategy uses equity index exposure (through exchanged traded funds and futures contracts), US Treasury bills, equity index call options and equity index put options. The strategy utilizes a rules-based approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The defensive equity strategy seeks to provide attractive relative returns compared to the S&P 500 over a full market cycle, while providing meaningful protection in down markets. Over shorter term time periods, the strategy is designed to deliver superior relative performance in modestly higher, flat and down markets, while trailing the index in strong markets.

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The PIMCO Investment Selection Process:   

PIMCO employs an investment approach typically referred to as an enhanced-index strategy to attempt to outperform the S&P 500 Index (the “Index”), a widely used measure of the U.S. stock market. PIMCO generally invests in S&P 500 Index linked derivatives, such as futures contracts, which provide passive exposure to the return of the Index. It then fully collateralizes this exposure with an actively managed, short duration portfolio of fixed-income securities that offers the potential for excess returns relative to the Index. While most of the performance is driven by the passive stock exposure, PIMCO’s active management of the underlying bond collateral seeks to add incremental return above that of the Index.

  

The security and sector specific sources of the additional yield over money market rates in the portfolio will vary over time depending on PIMCO’s views of relative value in the fixed income market, although the yield premium from any given security will generally fall into one or more of four categories: liquidity premium, term premium, credit premium and volatility premium. Securities that have a modestly longer duration than the zero to three month term of the equity index futures contracts will generally provide incremental yield in the form of a term premium. In most market environments, PIMCO also attempts to capture both the credit yield premium provided by holding a portion of the fixed income portfolio in securities with some modest sensitivity to credit risk, like corporate bonds, and the volatility yield premium provided by holding high quality mortgage securities.

 

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The PIMCO/Parametric Investment Selection Process:   

PIMCO, through sub-adviser, Parametric, currently manages assets for the Portfolio using the PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (the “RAFI US Multifactor Strategy”). The RAFI US Multifactor Strategy is a smart beta strategy that seeks to track the investment results of the RAFI Dynamic Multi-Factor U.S. Index and is designed to take time-varying exposures to five return factors: value, momentum, low volatility, quality and size. By diversifying and weighting across these factors through a combination of valuation and momentum metrics, the RAFI US Multifactor Strategy seeks to build the most attractive factor portfolios under the premise that that individual factors become cheap and expensive before ultimately ‘mean reverting’ (as do the prices of individual stocks, sectors and countries).

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term

 

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More Information About Fund Investments and Risks (continued)

 

 

normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

The Portfolio is designed to invest primarily in equity securities of U.S. issuers which have market capitalizations that are comparable to the capitalization of companies in the Russell 3000® Index that are classified as “Small” or “Medium” at the time of purchase. Consistent with this objective the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments such as option or futures contracts and exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment.

Frontier and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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More Information About Fund Investments and Risks (continued)

 

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of the Russell® 3000 Index which consists of “small” and “mid” capitalization issuers. The particular segments of the Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Russell Indices are unmanaged, market cap-weighted indices, which are reviewed and reconstituted each year. Further information about the Russell Indices appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Russell® 3000 Index.

The Frontier Investment Selection Process:   

Frontier seeks to identify companies with unrecognized earning potential. Factors that may be relevant in the process include earnings per share, growth and price appreciation. Frontier’s investment process combines fundamental research with a valuation model that screens for equity valuation, forecasts for earnings growth and unexpectedly high or low earnings. Generally, Frontier will consider selling a security if Frontier believes that earnings or growth potential initially identified by Frontier has been realized; the factors that underlie the original investment decision are no longer valid; or a more attractive situation is identified.

The Mellon Investment Selection Process:   

Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of that portion of a U.S. small- and mid-cap index which consists of “small” and “mid” capitalization issuers. The particular segments of the index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the U.S. small- and mid-cap index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

 

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At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Real Estate Securities Portfolio

The Real Estate Securities Portfolio invests primarily in equity and debt securities of real estate companies, including companies known as real estate investment trusts (REITs) and other real estate operating companies whose value is derived from ownership, development and management of underlying real estate properties. The Portfolio’s permissible investments include equity and equity-related securities of real estate-related companies, including common stock, preferred stock, convertible securities, warrants, options, depositary receipts and other similar equity equivalents. The Portfolio also may invest in equity and equity-related and fixed income securities, including debt securities, mortgage-backed securities, high yield debt, and private placements. The Portfolio may invest both in companies which are located in emerging markets countries.

Consistent with its investment style, the Portfolio’s Specialist Manager may use instruments such as option or futures contracts or exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric and Wellington Management are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT. The particular segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The Dow Jones US Select REIT Index is designed to provide a measure of real estate securities that serve as proxies for direct real estate investing, in part by excluding securities whose value is not always closely tied to the value of the underlying real estate. The Index is a market capitalization weighted index of publicly traded REITs and is comprised of companies whose charters are the equity ownership and operation of commercial real estate and which operate under the REIT Act of 1960. The FTSE EPRA/NAREIT Global Real Estate Index Series is designed to represent general trends in eligible listed real estate stocks worldwide. Relevant real estate activities are defined as the ownership, trading and development of income-producing real estate. Further information about the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT. The particular segments of these indices that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the Dow Jones US Select REIT Index and FTSE EPRA/NAREIT.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The Wellington Management Investment Selection Process:   

Wellington Management attempts to provide attractive long-term total return by investing in companies with activities primarily in, or related to, commercial real estate development, operation, and ownership. The investment approach seeks to add value through independent, bottom-up, fundamental research, security selection and top-down sector weightings.

 

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Individual company research begins by reviewing the quality, depth, and strategy of management. Wellington Management evaluates management’s ability to increase shareholder value and control risk and also seeks to identify companies with the following characteristics:

 

•   A disciplined investment strategy, coupled with a solid development and operating track record, and a clear understanding of their own cost of capital.

 

•   The ability to deliver high levels of same-unit rent growth and occupancy gains on a relative basis.

 

•   Strong and flexible balance sheets in terms of the ability to fund future acquisition growth and increase dividends.

 

•   Attractive relative valuations between the public and private markets in terms of (1) replacement cost and (2) earnings yield in the public market versus capitalization rates on private market transactions

 

Sector weights and geographic diversification are influenced by a top-down analysis of the real estate market. Top-down analysis is based on three broad components:

 

Macroeconomic trends. Relevant trends affecting the supply and demand for real estate, demographic trends, employment growth, and building permit changes are monitored. Wellington Management also incorporates its long-term interest rate forecasts that affect both the cost of capital for real estate companies and the relative attractiveness of high yield stocks.

 

Private real estate market trends. The real estate market is predominantly privately owned and therefore this sector exhibits many commodity-like characteristics. Accordingly, a thorough understanding of private market investment spreads, mortgage spreads, and capital flows is necessary to assess public market company net asset values.

 

Sector specific trends. Wellington Management identifies important trends in retail, non-bank financials, health care, and other sectors within the market to anticipate the impact of those dynamics on real estate companies.

 

Sell criteria. Wellington Management will consider selling a position when: a better opportunity exists on a risk-adjusted basis; price to net asset value is unattractive (subject to public/private market arbitrage), or security becomes fully priced on other valuation metrics (price to free cash flow growth plus dividend, IRR, dividend discount); management disappoints; fundamental trends of a company’s underlying assets are deteriorating; or company lacks further catalysts which will drive cash flow and/or NAV growth.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

 

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The Commodity Returns Strategy Portfolio

Commodities are assets that have tangible properties, such as oil, gas, energy, precious metals, industrial metals and agricultural products. Commodity-related industries include, but are not limited to: (a) those directly engaged in the production of commodities, such as minerals, metals, agricultural commodities, chemicals, pulp and paper, building materials, oil and gas, other energy or other natural resources; and (b) companies that use commodities extensively in their products or provide services to commodity-related industries.

The Portfolio intends to invest in commodity-linked derivative instruments, in particular structured notes and futures contracts. The Portfolio will typically seek to gain exposure to the commodities markets by making direct investments in commodity-linked notes and by investing a portion of its assets in the Subsidiaries. The Portfolio may also seek to replicate the performance of a commodity index or structured note by investing in futures contracts. Commodity-linked structured notes and other commodity-linked derivative instruments (other than futures contracts) are hybrid instruments excluded from regulation under the Commodity Exchange Act (the “Act”). From time to time, the Portfolio may invest in instruments that are regulated under the Act. A hybrid instrument is a derivative instrument. Its value is derived from, or linked to, the value of another instrument or asset. Hybrid instruments have a higher risk of volatility and loss of principal. The Subsidiaries may invest without limitation in commodity-linked derivative instruments, such as swaps, futures and options. The Subsidiaries may also invest in debt securities, some of which are intended to serve as margin or collateral for the Subsidiaries’ derivatives positions, and other investment vehicles that invest in commodities and commodity-related instruments.

The Portfolio will invest globally and may invest without limit in securities of non-U.S. issuers. The Portfolio may invest in securities of foreign issuers in foreign markets and in the form of American Depository Receipts (“ADRs”), European Depository Receipts (“EDRs”) and other depository receipts.

Under normal market conditions, the Portfolio will invest in the securities of companies domiciled primarily in developed countries, but the equity portion of the Portfolio may invest up to 50% of its net assets in securities of companies domiciled in emerging markets countries.

The Portfolio may invest up to 20% of its assets in preferred securities of companies in commodity-related industries. The Portfolio will not invest more than 20% of its net assets in preferred stock rated below investment grade or unrated securities of comparable quality. Securities of non-investment grade quality are regarded as having predominantly speculative characteristics with respect to the capacity of the issuer of the securities to pay interest and repay principal.

The Portfolio may also invest up to 15% of its net assets in illiquid securities.

Current net asset value per share for the Commodity Returns Strategy Portfolio can be obtained by calling 1-800-242-9596.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Parametric, PIMCO, Vaughan Nelson and Wellington Management are currently responsible for implementing the active component of the Portfolio’s investment strategy. The remaining portion of the Portfolio is managed using “passive” or “index” investment approaches that are designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) are currently responsible for implementing the passive component of the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated among them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI ACWI Commodity Producers Index. The particular segments of the MSCI ACWI Commodity Producers Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI ACWI Commodity Producers Index is comprised of a global opportunity set of commodity producers in the energy, metal and agriculture sectors. Further information about the MSCI ACWI Commodity Producers Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI ACWI Commodity Producers Index.

The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI ACWI Natural Resources Index. The particular segments of the MSCI ACWI Natural Resources Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The MSCI ACWI Natural Resources Index is comprised of large publicly traded companies, based on market capitalization, in global natural resources and commodities businesses that meet certain investability requirements. Further information about the MSCI ACWI Natural Resources Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI ACWI Natural Resources Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Port – folio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

  

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the commodities market segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

The PIMCO Investment Selection Process:   

The investment process for PIMCO’s commodity strategies involves two concurrent efforts: managing the commodities exposure and managing the collateral exposure.

  

PIMCO achieves commodity index exposure through total return index swaps and/or commodity futures. Swap trades are executed with multiple counterparties. Futures trades are executed with multiple brokers and cleared through the relevant commodity futures exchange. In either case, the implementation is managed in a way that seeks to minimize any potential impact on the swaps or futures markets as the positions are established.

 

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When commodity index exposure is obtained, PIMCO integrates a range of commodity alpha strategies around the core index exposure. In order to implement a range of active commodity strategies, PIMCO uses multiple approaches to analyze commodity markets and investment opportunities. These include bottom-up fundamental analysis based on supply-demand balance and inventory projections models; top-down macro analysis; flow analysis which helps assess producer and consumer flows and speculative positioning to identify structural mispricings; and an analysis of potentially recurring structural risk premiums. The resulting strategies are comprised of fundamentally-driven directional views, as well as relative value trades, which include:

 

•   Modified Roll Strategies – actively rolling various futures contracts on days outside of the index-specified roll dates;

 

•   Calendar/Seasonality Strategies – actively managing commodity futures exposure across the forward curve in an effort to capitalize on inventory pressures, seasonal risk premiums, and other factors influencing the shape of the curves;

 

•   Substitution Strategies – actively substituting highly correlated contracts or products for others in an effort to tactically exploit relative value distortions; and

 

•   Volatility Strategies – actively identifying pockets of structurally rich commodity volatility to sell, whether caused by physical hedgers, futures, speculators, or Wall Street dealers.

 

PIMCO’s approach is to implement multiple, concurrent alpha strategies where no single trade dominates exposure. PIMCO proactively adjusts exposures based on the current and changing attractiveness of expected returns relative to risk.

The Vaughan Nelson Investment Selection Process:  

In making investment decisions for the Portfolio, Vaughan Nelson employs bottom-up fundamental analysis and achieves flexibility in fixed income portfolio construction through duration/yield curve positioning and opportunistic trading efficiencies to produce a value-oriented portfolio of energy/commodity sector fixed income securities. Vaughan Nelson tries to emphasize capital preservation relative to other opportunities within its investment universe and, therefore, focuses on companies’ balance sheets, short-term liquidity and asset bases. The sell discipline is driven by a combination of factors, including the realization of the investment objective, new risks materializing, credit quality deterioration or a better relative value opportunity is uncovered.

The Wellington Management Investment Selection Process:  

Wellington Management currently manages assets for the Portfolio using two separate and distinct strategies.

 

With respect to the portion of the Portfolio invested in securities issued by companies in commodity-related industries (the “Commodity Related Securities” portion), Wellington Management invests primarily in equity and equity-related securities of companies worldwide that are expected to benefit from rising demand for natural resources and natural resource-based products and services. These investments fall within three major sectors: 1) energy, 2) metals and mining and 3) other natural resource-based industries such as agriculture.

 

Portfolio weights across these natural resources sectors are driven by bottom up stock selection. Wellington Management uses fundamental research to identify companies with attractive growth prospects and relative values. A large number of companies worldwide in the relevant sub-sectors are monitored and stocks are added or deleted from the Portfolio on the basis of relative attractiveness. Wellington Management uses a variety of tools such as income statement and balance sheet analysis, cash flow projections, and asset value calculations to analyze companies. Particularly in the oil and gas industry, specific accounting issues play an important role.

 

Natural resources companies often operate in countries that are different from the country in which their securities trade. The country allocation is primarily a result of the security selection; however, an important element of this analysis is the economic and political dynamics of each of these countries.

 

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Companies are typically sold from the Commodity Related Securities portion when they appreciate to the high-end of the team’s price range or as better opportunities become available. Names will also be sold as a result of fundamental shortfalls, including management’s inability to execute their stated strategy or a meaningful change in the strategy upon which Wellington Management had built its investment thesis.

 

The other strategy (the “Commodity Strategy”) employed by Wellington Management will be implemented primarily through one of the Subsidiaries. In the Commodity Strategy, Wellington Management invests in commodity-linked derivative instruments, such as swaps, futures and options, based on its initial research. Positions are rebalanced based on fundamental views, quantitative model results, seasonal factors, and each commodity’s historical price range. The investment universe is not constrained to the commodities held within the Commodity Related Securities strategy.

 

On the supply side, market structure and marginal supplier behavior influence short-term commodity prices. In the long-term, supply is driven by a producer’s outlook for a commodity. The outlook incorporates future price and cost projections, including capital expenditures required to replace machinery, add capacity, and explore for new reserves.

 

Through its analysis of supply and demand fundamentals, Wellington Management seeks to identify attractive investment opportunities in individual commodities.

 

The Commodity Strategy maintains diversified exposure to the four major commodity sectors (Energy, Industrial Metals, Precious Metals and Agriculture & Livestock). Wellington Management manages exposure to these sectors based on its top-down view of the attractiveness of each sector, which is influenced by the outlook for global economic growth, global inflation pressure, and major currency relationships, as well as its bottom-up view on the attractiveness of each sector and the roll yield prevailing in the sector.

 

While there is no formally defined buy and sell discipline within the Commodities Strategy, Wellington Management will tend to sell or underweight commodities as they near or reach the top of our price range, and buy or overweight commodities as they near or reach the bottom of our price range.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The ESG Growth Portfolio

The Portfolio seeks to achieve its total return objective, which includes a combination of capital appreciation and income, by investing primarily in equity securities. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization. The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents.

 

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Under the supervision of the Adviser, environmental, social and governance criteria (“ESG Factors) will be integrated into the Portfolio’s security selection process through the application of non-financial criteria (“ESG Screens”). The ESG Screens used by the Portfolio are determined with the use of third party data and ESG rating agencies which take into account a company’s performance around environmental, social and corporate governance practices. These may include (but are not limited to) such themes as climate change, resource efficiency, labor standards, product and service safety, community engagement, board policies, and corporate structure. The Portfolio seeks to avoid investment in securities issued by companies that have not demonstrated a commitment to ESG issues. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Adviser’s opinion ESG Factors are not applicable or it is not possible to implement them. The ESG Screens will be applied by the Specialist Managers that manage the Portfolio under the direction of the Adviser. The ESG Screens used by each Specialist Manager may differ from one another.

Specialist Managers. Currently, three Specialist Managers have been retained to provide day-to-day portfolio management services to the Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

Agincourt may invest in fixed income securities including but not limited to, government, corporate credit and asset backed securities, both investment grade and below investment grade, of varying maturities and durations, as well as non-US Dollar denominated bonds of non-US domiciled sovereign and corporate issuers, including issuers in emerging markets. Debt instruments such as structured notes and similar instruments including collateralized loan obligations and collateralized debt obligations may also be acquired.

The Mellon Investment Selection Process:   

Mellon has been retained to manage the Portfolio’s investment in equity securities. using a fundamentally-based, systematically implemented investment strategy designed to capture specific factors, industry characteristics and market characteristics within the equity markets and as identified by the Adviser.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

With respect to a portion of the investment process, the Adviser determines what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial

 

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premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in a Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser may seek to implement exposure to that asset with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure, as part of its “Targeted Strategy” described below, relying on its trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

The Catholic SRI Growth Portfolio

The Portfolio seeks to achieve its objective subject to emphasizing socially responsible investments, by investing primarily in equity securities while retaining the flexibility to invest in fixed income securities. In addition to equity and fixed income securities, the Portfolio may invest in other instruments, including, but not limited to, derivatives. The Portfolio is permitted to invest in any equity security, which includes securities issued by other investment companies, including exchange traded funds (“ETFs”) and securities issued by one or more of the other portfolios of HC Capital Trust. The Portfolio may invest in companies of any market capitalization. The Portfolio may also invest without limitation in fixed income securities of all types and without regard to duration or investment ratings. Fixed income investments may include corporate debt, including high yield or “junk bonds,” structured notes, asset backed securities and similar synthetic securities, U.S. treasuries and short-term money market instruments or other cash equivalents. The Portfolio is permitted to invest in securities issued by companies domiciled anywhere in the world and denominated in any currency, without limitation. The Portfolio may also invest in securities, including privately placed and structured securities, for which there may be limited markets/thinly traded issues. Additionally, in seeking to achieve its objective, the Portfolio is permitted to invest in derivative instruments, including options, futures and options on futures, swaps, structured notes and currency forwards.

With respect to the Portfolio’s socially responsible investments, under the supervision of the Adviser, the Portfolio integrates a range of social and moral concerns into its security selection process. These issues may include protecting human life; promoting human dignity; reducing arms production; pursuing economic justice; protecting the environment, and encouraging corporate responsibility. This will be accomplished with reference to the principles contained in the United States Conference of Catholic Bishops’ (“USCCB”) Socially Responsible Investing Guidelines (“Social Guidelines”). Potential investments for the Portfolio are selected for financial soundness and evaluated according to the Portfolio’s social criteria. With respect to the Adviser’s part of the investment process, the Adviser determines what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser may seek to implement exposure to that asset with the most efficient instrument including futures on indexes, customized tilted indexes and ETFs when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure, as part of its “Targeted Strategy” described below, relying on its trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations expected risk/return contribution.

Specialist Managers. Currently, three Specialist Managers have been retained to provide day-to-day portfolio management services to the Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

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The Agincourt Investment Selection Process:   

Agincourt may invest in fixed income securities including but not limited to, government, corporate credit and asset backed securities, both investment grade and below investment grade, of varying maturities and durations, as well as non-US Dollar denominated bonds of non-US domiciled sovereign and corporate issuers, including issuers in emerging markets. Debt instruments such as structured notes and similar instruments including collateralized loan obligations and collateralized debt obligations may also be acquired

The Mellon Investment Selection Process:   

Mellon has been retained to manage the Portfolio’s investment in equity securities. using a fundamentally-based, systematically implemented investment strategy designed to capture specific factors, industry characteristics and market characteristics within the equity markets and as identified by the Adviser.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

The Institutional International Equity Portfolio

The Portfolio is designed to invest in the equity securities of non-U.S. issuers. Although the Portfolio may invest anywhere in the world, the Portfolio is expected to invest primarily in the equity markets included in the Morgan Stanley Capital International Europe, Australasia and Far East Index (“MSCI EAFE Index”). Currently, these markets are Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. Consistent with its objective, the Portfolio will invest in both dividend paying securities and securities that do not pay dividends. The Portfolio may engage in transactions involving “derivative instruments” – forward foreign currency exchange contracts, currency swaps or option or futures contracts – in order to hedge against fluctuations in the relative value of the currencies in which securities held by the Portfolio are denominated or to achieve market exposure pending investment. In accordance with applicable interpretations of the SEC, certain derivative instruments may be counted as equity securities for purposes of the Portfolio’s policies regarding investments in equity securities, to the extent that such derivative instruments have economic characteristics similar to those of equity securities. The Portfolio may also invest in high-quality, short-term debt instruments (including repurchase agreements) denominated in U.S. or foreign currencies for temporary purposes. Up to 10% of the total assets of the Portfolio may be invested in securities of companies located in emerging market countries.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. Artisan Partners, Causeway, CLIM, Lazard and Parametric are currently responsible for implementing the active component of the Portfolio’s investment strategy. Additionally, a portion of the Portfolio may be managed using “passive” or “index” investment approaches designed to approximate as closely as practicable, before expenses, the performance of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). Cadence and Mellon are currently responsible for implementing the passive component for the Portfolio’s investment strategy. The investment selection process for each of these Specialist Managers is described below;

 

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further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Artisan Partners Investment Selection Process:   

In selecting investments for the Portfolio, Artisan Partners employs a fundamental stock selection process focused on identifying long-term growth opportunities to build a portfolio of non-U.S. growth companies of all market capitalizations. Artisan Partners seeks to invest in companies within its preferred themes with sustainable growth characteristics at attractive valuations that do not fully reflect their long-term potential.

 

•   Themes. Artisan Partners identifies long-term secular growth trends with the objective of investing in companies that have meaningful exposure to these trends. Artisan Partners’ fundamental analysis focuses on those industry leaders with attractive growth and valuation characteristics that will be long-term beneficiaries of any structural change and/or trend.

 

•   Sustainable Growth. Artisan Partners applies a fundamental approach to identifying the long-term, sustainable growth characteristics of potential investments. Artisan Partners seeks high quality companies that typically have a sustainable competitive advantage, a superior business model and a high-quality management team.

 

•   Valuation. Artisan Partners uses multiple valuation metrics to establish a target price range. Artisan Partners assesses the relationship between its estimate of a company’s sustainable growth prospects and its current valuation. The Portfolio may sell a security when Artisan Partners thinks the security is approaching full valuation, changing circumstances affect the original reasons for its purchase, the company exhibits deteriorating fundamentals, or more attractive opportunities are identified.

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. Further information about the MSCI EAFE Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Causeway Investment Selection Process:   

Causeway follows a value style, performing fundamental research supplemented by quantitative analysis. Beginning with a universe of companies throughout the non-U.S. developed and emerging markets, the Investment Adviser uses quantitative market capitalization and valuation screens to narrow the potential investment candidates to approximately 2,000 securities. To select investments, Causeway then performs fundamental research, which generally includes company-specific research, company visits, and interviews of suppliers, customers, competitors, industry analysts, and experts. Causeway also applies a proprietary quantitative risk model to adjust return forecasts based on risk assessments. Using a value style means that Causeway buys stocks that it believes have lower prices than their true worth. For example, stocks may be “undervalued” because the

 

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issuing companies are in industries that are currently out of favor with investors. However, even in those industries, certain companies may have high rates of growth of earnings and be financially sound. Causeway considers whether a company has each of the following value characteristics when purchasing or selling securities in this strategy:

 

•   low price-to earnings ratio relative to the sector,

 

•   high yield relative to the market,

 

•   low price-to-book value ratio relative to the market,

 

•   low price-to-cash flow ratio relative to the market, and

 

•   financial strength.

 

Generally, price-to-earnings ratio and yield are the most important factors.

The CLIM Investment Selection Process:  

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

 

•   The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

 

•   The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

 

•   The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

 

•   Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

 

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Lazard Investment Selection Process:  

Portfolio management is done through a “bottom-up” stock selection process utilizing a series of proprietary measures to identify the most attractive stocks in each industry. Specific measures are customized by industry and designed to capture those that the manager believes most significantly influence the price performance of that industry. Mispricings within industries are identified by looking at relative measures including Price/Book, Free Cash Flow/Price, Return on Equity for each company. Future growth is evaluated by examining trends in sales and earnings, R&D expense, operating margins, cash flow growth and other measures. Market sentiment is gauged through stock price strength and sell side analyst projections. Finally, sustainable quality is gauged by measuring the strength of a company’s earnings and its internal ability to grow its business.

 

Stock selection within different industries is influenced by different specific factors.

 

Every stock in the strategy’s universe is ranked on a daily basis and an expected return for the stock is developed. Trades are made when one stock’s expected return net of transaction costs is sufficiently greater than an existing holding to warrant the trade. Portfolios are reviewed daily but trading typically is done on a bi-monthly basis unless unusual circumstances exist.

 

In construction and monitoring of the portfolio, the team pays careful attention to the risk exposures. The management team strives to avoid macro-economic bets and unintended exposures to capitalization, systematic risk (Beta) and dividend yield. The team makes sure that the portfolio is well diversified by industry, sector and region roughly in proportion to the benchmark.

 

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The Mellon Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EAFE Index. The particular segments of the MSCI EAFE Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the MSCI EAFE Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Emerging Markets Portfolio

The Portfolio will diversify investments across several countries (typically at least 10) in order to reduce the volatility associated with specific markets. The number of countries in which the Portfolio invests will vary and may increase over time as the stock markets in other countries evolve. Typically 80% of the Portfolio’s net assets will be invested in equity securities, equity swaps, structured equity notes, equity linked notes and depositary receipts concentrated in emerging market countries.

The Portfolio may invest in common and preferred equity securities, publicly traded in the United States or in foreign countries in developed or emerging markets, including initial public offerings. As collateral for derivative securities, the Portfolio may also invest in fixed income securities rated investment grade or better issued by U.S. companies. The Portfolio’s equity securities may be denominated in foreign currencies and may be held outside the United States. Certain emerging markets are closed in whole or part to the direct purchase of equity securities by foreigners. In these markets, the Portfolio may be able to invest in equity securities solely or primarily through foreign government authorized pooled investment vehicles. These securities could be more expensive because of additional management fees charged by the underlying pools. In addition, such pools may have restrictions on redemptions, limiting the liquidity of the investment.

The Portfolio invests primarily in the MSCI EM Index countries. As the MSCI EM Index introduces new emerging market countries, the Portfolio may include those countries among the countries in which it may invest.

Specialist Managers. A portion of the Portfolio is managed in accordance with an “active management” approach, which involves the buying and selling of securities based upon economic, financial and market analysis and investment judgment. CLIM, Parametric and RBC GAM are currently responsible for implementing the active component of the Portfolio’s investment strategy. Cadence, Mellon and Parametric (Tax-Managed Custom Core Strategy) also

 

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manage a portion of the Portfolio that may be managed using a “passive” or “index” investment approach designed to replicate the composition of the Portfolio’s benchmark index or one or more identifiable subsets or other portions of that index (see “Fund Management,” included later in this Prospectus). The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Cadence Investment Selection Process:   

In selecting investments for that portion of the Portfolio allocated to it, Cadence adheres to a “passive,” “indexing” or “rules-based” investment approach by which Cadence attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EM Index. The particular segments of the MSCI EM Index that form the basis for Cadence’s investments are determined by the Adviser in consultation with Cadence. The MSCI EM Index is an unmanaged free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. Further information about the MSCI EM Index appears later in this Prospectus under the heading “Investment Risks and Strategies – About Benchmarks and Index Investing.” The Portfolio’s returns may vary from the returns of the MSCI EM Index.

The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

 

•   The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

 

•   The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

 

•   The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

 

•   Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

The Mellon Investment Selection Process   

In selecting investments for that portion of the Portfolio allocated to it, Mellon adheres to a “passive,” “indexing” or “rules-based” investment approach by which Mellon attempts to approximate as closely as practicable, before expenses, the performance of one or more different segments of the MSCI EM Index. The particular segments of the MSCI EM Index that form the basis for Mellon’s investments are determined by the Adviser in consultation with Mellon. The Portfolio’s returns may vary from the returns of the MSCI EM Index.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using three separate and distinct strategies: a “Liquidity Strategy”, a “Targeted Strategy” and a “Tax-Managed Custom Core Strategy.”

 

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In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Fund’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

 

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

 

The Tax-Managed Custom Core Strategy uses a “passive” investment approach designed to obtain exposure to the emerging markets segment represented by the Portfolio’s benchmark index or, from time to time, one or more identifiable subsets or other portions of that index (“Parametric Performance Benchmark”) while seeking to outperform the Parametric Performance Benchmark on an after-tax basis. Weightings of securities in the Portfolio will not match nor replicate those of the Parametric Performance Benchmark and the Portfolio may include securities not held in the Parametric Performance Benchmark. Tax management techniques, including tax loss harvesting and the management of capital gains, are used to minimize the impact of taxes, and maximize after-tax return. The Portfolio’s holdings are tailored to meet its investment objectives.

The RBC GAM Investment Selection Process:  

The RBC GAM Emerging Markets Equity team believes that companies with a sustainably high cash flow return on investment (CFROI®) produce superior returns and seeks to identify and invest in such companies. There are three components RBC GAM looks for when selecting securities for this strategy: 1) Strong management; 2) Quality franchises; and 3) Sustainability. The strategy emphasizes quality and long-term growth at a reasonable price, combining a fundamental bottom-up approach to stock selection with a top-down macroeconomic overlay driven by long-term secular themes. RBC GAM generally sells stocks under the following circumstances: 1) The investment case has changed; 2) The valuation has increased to a level that supports realization of the profit; or 3) A better stock has been found.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The Core Fixed Income Portfolio

Under normal circumstances, the Portfolio invests primarily (i.e., at least 80% of its net assets) in fixed income securities. The Portfolio, under normal circumstances, invests predominantly in fixed income securities that, at the time of purchase, are rated in one of four highest rating categories assigned by one of the major independent rating agencies (“Baa” or higher by Moodys, “BBB” or higher by Standard & Poor’s) or are, in the view of the Specialist Manager, deemed to be of comparable quality.

 

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From time to time, a substantial portion of the Portfolio, a diversified investment company, may be invested in any of the following: (1) investment grade mortgage-backed or asset-backed securities; (2) securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies; (3) investment grade fixed income securities issued by U.S. corporations; or (4) municipal bonds (i.e., debt securities issued by municipalities and related entities). Under normal conditions, the Portfolio may invest up to 20% of its assets in high yield securities (“junk bonds”) as well as cash or money market instruments in order to maintain liquidity, or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase. The Portfolio may invest in securities issued by other investment companies, including ETFs, that invest in fixed income securities. Consistent with its investment policies, the Portfolio may purchase and sell securities without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but under normal circumstances the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. Aggregate Bond Index, which range, as of June 30, 2019, was between [1 and 29] years. The weighted average maturity of the Bloomberg Barclays U.S. Aggregate Bond Index as of June 30, 2019 was [12.9] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment and, in the case of asset-backed and similar securities, for investment purposes. The Portfolio may also invest in commercial paper.

Specialist Managers. Agincourt and Mellon currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

In making investment decisions for the Portfolio, Agincourt focuses its yield-driven, active management style using three strategies: sector management, security selection and yield-curve/duration management. The corporate sector allocation strategy uses a risk budgeting process to allocate across corporate sectors based on relative value. Security selection is based on qualitative factors (such as industry position, quality of management, and ratings agency trends) and quantitative factors (such as ratio analysis and security valuation analytics). Yield-curve/duration management is based on scenario analysis to test various yield curve structures and arranging the portfolio in a given duration, typically a shorter-than-market duration with modest adjustments. The sell discipline is fully integrated with the buy decision; as cheaper sectors/bonds become available, bonds are typically sold.

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index or the components thereof. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the index.

The Fixed Income Opportunity Portfolio

A principal investment strategy of the Portfolio is to invest in high yield securities including “junk bonds.” Under normal circumstances, at least 50% of the Portfolio’s assets will be invested in junk bonds. These securities are fixed income securities that are rated below the fourth highest category assigned by one of the major independent rating agencies or are, in the view of the applicable Specialist Manager, deemed to be of comparable quality. Junk bonds are considered speculative securities and are subject to the risks noted above and more fully discussed later in this Prospectus and in the Trust’s Statement of Additional Information. The Portfolio does not generally purchase “distressed” securities. The Portfolio may also acquire other fixed income securities, as indicated in the table of permissible investments set forth in the Statement of Additional Information. Such securities may include: commercial paper, collateralized loan obligations (CLOs), collateralized bond obligations (CBOs) and collateralized debt obligations (CDOs) (CDO investments are expected to be limited to less than 15% of the Portfolio), agency and non-agency mortgage-backed securities, collateralized mortgage obligations, commercial mortgage-backed securities and asset-backed securities, REITs, foreign fixed income securities, convertible bonds, preferred stocks, treasury inflation bonds, loan participations, swaps and fixed and floating rate loans.

 

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The Portfolio may also invest in U.S. government securities, including but not limited to Treasuries, Agencies and Commercial Paper. Subject to the requirements under the Investment Company Act of 1940 (the “Investment Company Act”), the Portfolio may also hold shares of other investment companies, including investment companies that invest in high yield securities and floating rate debt securities. The Portfolio may hold a portion of its assets in cash or money market instruments in order to maintain liquidity or in the event that the Specialist Manager determines that securities meeting the Portfolio’s investment objective and policies are not otherwise readily available for purchase.

Consistent with its investment policies, the Portfolio may purchase and sell high yield securities. Purchases and sales of securities may be effected without regard to the effect on portfolio turnover. Securities purchased for the Portfolio will have varying maturities, but, under normal circumstances, the Portfolio will have an effective dollar weighted average portfolio maturity that is within the range of the average portfolio maturity in the Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, which range, as of June 30, 2019, was between [1 and 13] years. The Portfolio may engage in transactions involving instruments such as option or futures contracts, both in order to hedge against fluctuations in the market value of the securities in which the Portfolio invests and to achieve market exposure pending investment.

The performance benchmark for this Portfolio is the Credit Suisse High Yield Index (“CS High Yield Index”), an unmanaged index of high yield securities that is widely recognized as an indicator of the performance of such securities. The Specialist Manager actively manages the interest rate risk of the Portfolio relative to this benchmark.

Specialist Managers.CLIM, Fort Washington, Mellon, Parametric and Western Asset currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The CLIM Investment Selection Process:   

CLIM attempts to achieve above average long-term performance with low relative volatility through active management of a portfolio consisting mostly of closed-end funds. Within sector allocation parameters set by the Adviser, CLIM uses a bottom-up stock selection process to identify a set of closed end funds that will provide the desired asset-class exposure. CLIM uses four main factors in selecting closed-end funds for purchase:

 

•   The historical, net performance of the closed-end fund in NAV terms, versus its benchmark (i.e. quality of exposure to the desired asset class);

 

•   The current discount to NAV of the fund compared to its historical average and its peer group and its potential to generate alpha;

 

•   The potential for the fund’s discount to NAV to narrow due to unitization (conversion to open-ended status), a share buyback program or some other form of corporate activity; and

 

•   Extraneous valuation factors such as rights issues, mergers or other event-driven situations that can be accretive to shareholders.

  

CLIM generally sells positions either to adjust asset allocations or because a superior investment opportunity has been identified.

 

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The Fort Washington Investment Selection Process:   

Fort Washington combines a top down, risk control approach with a bottom up credit analysis approach. The first three steps of the process are iterative, top down steps that help reduce downside risk while improving the risk return tradeoff of the portfolio. Fort Washington then narrows the universe to a smaller subset that it believes has the most appropriate upside-downside trade-off. To this smaller universe of securities, Fort Washington applies an analysis that focuses on a variety of critical credit variables.

  

With respect to the top down process, the High Yield team screens the universe from a top-down perspective by focusing on those industries that are more stable and predictable while avoiding industries characterized by excessive volatility and cyclicality. Preference is given to industries with rational competition and profiles suitable for leverage. With respect to the bottom up process, once a new credit opportunity that meets the strategy’s initial quality and risk/reward screening criteria is identified, its viability is assessed before moving on to in-depth research on the credit. An issuer which passes this initial screen is then subjected to a bottom-up credit selection process. Ft. Washington employs individual security credit analysis as well as relative value analysis for the credit’s sector and the high yield market.

  

The team exits positions that they feel have developed considerable downside risk. Positions are monitored for any adverse credit development which may trigger the sale or reassessment of the security. These developments are typically caused by a change in the economic outlook, a change in the credit’s outlook, or a negative or questionable change in the company’s management. Other factors that initiate a review and potential sale of a security include: a drop in the price of a security of 10 points versus the market, a decline in company fundamentals or an abrupt change in company management.

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to obtain the desired exposure efficiently. Our process is designed to provide customizable, consistent, and intelligent beta, utilizing a structural and fundamental approach to reduce unwanted risks and/or exposures. The decision making process is primarily driven by the outputs of our models, which the investment team uses to identify the optimal term structure and sector allocation while managing risk and generating consistent performance. The portfolio managers ultimately make buy and sell decisions in reference to the model recommendations, and their decision must be approved by a senior member of the team.

The Parametric Investment Selection Process:   

Parametric currently manages assets for the Portfolio using two separate and distinct strategies: a “Liquidity Strategy” and a “Targeted Strategy.”

  

In selecting investments for that portion of the Portfolio to be managed pursuant to the Liquidity Strategy, Parametric adheres to a strategy that seeks to closely match the performance of the Portfolio’s benchmark index (or other benchmark as specified by the Adviser) through the use of exchange-traded futures contracts, exchange traded funds (ETFs) and closed-end funds. The strategy utilizes a disciplined approach that is implemented in a mechanical manner, and which does not rely on predictive forecasts or market timing when making investment decisions. The Liquidity Strategy seeks to provide returns commensurate with the Portfolio’s stated benchmark index or other benchmark as specified by the Adviser.

  

The Targeted Strategy is the second of a two stage investment process under the direction of the Adviser in which Parametric effects transactions at the direction of the Adviser as set forth below. Parametric provides expertise in trade execution, instrument and structure selection. Additionally, Parametric provides customized reporting on position details, liquidity/margin status and adequacy, and performance.

 

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The Western Asset Investment Selection Process:   

Western Asset’s structured product philosophy combines a traditional fundamental value orientation with bottom-up credit research. Western Asset believes inefficiencies exist in the structured product market and attempts to add incremental value by exploiting these inefficiencies across all eligible market sectors. Western Asset believes RMBS and CMBS still trade at wider spreads compared to similar risk assets due to structural and collateral complexities, limited eligible investors, less liquidity than perceived higher quality assets, and lingering higher risk premiums left over from the 2008 financial market crisis.

  

The strategic goal at Western Asset is to add value to the portfolio while adhering to a disciplined risk control process by combining traditional analysis with proprietary technology applied to all sectors of the market. The key areas of focus are:

 

•   Sector & Sub-Sector Allocation

 

•   Issue Selection

 

•   Duration/Term Structure

 

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Sector & Sub-Sector Allocation – Western Asset rotates among and within sectors of the bond market, preferring non-government sectors because they typically offer higher relative yields and have tended to outperform the broad markets over long market cycles. Western Asset studies historical yield spreads, identifies the fundamental factors that influence yield spread relationships, and relates these findings to the Firm’s projections to determine attractive alternatives.

 

Issue Selection – Issue selection is a bottom-up process to determine mispriced or undervalued securities. Western Asset engages in an ongoing assessment of changing credit characteristics. Also assessed are newly issued securities. Western Asset uses these analyses, to select issues opportunistically.

 

Term Structure – Western Asset closely monitors shifts in the yield curve, for the relationship between short, intermediate and long maturity securities is essential to constructing a long-term investment horizon. Western Asset determines the implications of the yield curve’s shape, along with projections of Fed policy and market expectations, to formulate a yield curve strategy.

At times, the Adviser may also directly manage a portion of the Portfolio’s assets. The Adviser’s investment process is to determine what asset classes, market sectors, industries or countries offer the highest compensation for risk in the form of excess expected returns relative to a policy portfolio. The methodology for deriving expected returns is based on long-term normalized earnings in order to strip out the cyclical or transitory fluctuations. When the long-term, normalized earnings compared to the going-in price represents a substantial premium to the normal historical yield premium, the Adviser uses its professional judgment as to the optimal weighting in the Portfolio, taking into consideration the risk of impairment, the asset’s likely co-movement with other assets in the Portfolio and the contribution of the asset to the risk/reward ratio in the Portfolio’s total asset mix. When the asset is judged to considerably increase expected return or reduce the overall risk for the Portfolio, the Adviser seeks to implement the exposure with the most efficient instrument – including futures on indexes, customized tilted indexes and ETFs – when taking into account the trading costs, management fees, and basis risk of the instrument with the intended exposure. The Adviser then directs Parametric to establish the desired exposure relying on their trading expertise to execute on the most advantageous terms available in the given timeframe. The Adviser’s decision to reverse the exposure is predicated on the same considerations – expected risk/return contribution.

The U.S. Government Fixed Income Securities Portfolio

The Portfolio’s principal investment strategy is to invest at least 80% of its net assets in fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may also invest in derivative instruments, including fixed income futures contracts, fixed income options, interest rate swaps, total return swaps and credit default swaps. Such investments may be made to: invest in an asset class with greater efficiency and lower cost; add value when such instruments are attractively priced; adjust sensitivity to changes in interest rates; or adjust the overall credit risk of the Portfolio. Losses (or gains) involving futures contracts can sometimes be substantial. The Portfolio may also invest in commercial paper.

Specialist Manager.Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the Bloomberg Barclays US Government Index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the government sector. Buy and sell decisions are based primarily on portfolio characteristic misweights. When purchasing securities, portfolio managers select a bond that is perceived to be relatively less expensive compared to similar issues. When selling securities, portfolio managers select an issue that is perceived to be relatively overpriced. Other analytics and the expertise and judgment of the investment professionals are incorporated into the process.

 

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The Inflation Protected Securities Portfolio

The Portfolio is designed to provide an income yield that exceeds inflation over the long-term. In periods of extreme deflation, however, the Portfolio may have no income to distribute.

Up to 20% of the total assets of the Portfolio may be invested in income-producing securities other than inflation-indexed securities, such as corporate debt obligations, U.S. government and agency bonds, short-term fixed income investments, commercial paper and mortgage dollar rolls. Consistent with their respective investment styles, the Portfolio’s Specialist Managers may use instruments including option or futures contracts or exchange-traded funds in order to gain market exposure pending investment or to hedge against fluctuations in market price of the securities in which the Portfolio invests.

Specialist Manager. Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Mellon Investment Selection Process:   

Mellon employs a disciplined approach that seeks to gain exposure to the Barclays Inflation-Linked Indices either through full replication or stratified sampling. The stratified sampling approach begins by identifying and isolating the major components (and in the case of international inflation-linked bonds also countries and currencies) and assessing the key characteristics of an index. After analyzing these factors Mellon then invests in securities designed to gain exposure to these different components, and that have characteristics that are similar to those that are found in the index. In this process, Mellon employs a top-down stratified sampling methodology to replicate the overall index characteristics in a risk-controlled manner that focuses on issue specific risk and liquidity in order to efficiently and cost effectively gain exposure to inflation protected securities.

The U.S. Corporate Fixed Income Securities Portfolio

Under normal circumstances, the Portfolio seeks to achieve its objective by investing primarily (i.e., at least 80% of its net assets) in fixed income securities issued by U.S. corporations. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. In general, the Portfolio invests predominantly in investment grade fixed income securities and will maintain aggregate characteristics similar to the Bloomberg Barclays U.S. Corporate Index. The Portfolio may also invest in Treasury obligations, including TIPS, agency debt, sovereign debt and other corporate obligations, including Yankee Bonds, 144A securities, commercial paper, preferred stock and trust preferred/capital notes.

Specialist Managers. Agincourt and Mellon currently provide portfolio management services to this Portfolio. The investment selection process for each of these Specialist Managers is described below; further information about the Specialist Managers, individual portfolio managers responsible for day-to-day investment decisions for the Portfolio, and the manner in which the Portfolio’s assets are allocated between them appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Agincourt Investment Selection Process:   

In making investment decisions for the Portfolio, Agincourt focuses its yield-driven, active management style using three strategies: sector management, security selection and yield-curve/duration management. The corporate sector allocation strategy uses a risk budgeting process to allocate across corporate sectors based on relative value. Security selection is based on qualitative factors (such as industry position, quality of management, and ratings agency trends) and quantitative factors (such as ratio analysis and security valuation analytics). Yield-curve/duration management is based on scenario analysis to test various yield curve structures and arranging the portfolio in a given duration, typically a shorter-than-market duration with modest adjustments. The sell discipline is fully integrated with the buy decision; as cheaper sectors/bonds become available, bonds are typically sold.

 

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The Mellon Investment Selection Process:

  

Mellon employs a disciplined approach which seeks to obtain the desired exposure efficiently. Our process is designed to provide customizable, consistent, and intelligent beta, utilizing a structural and fundamental approach to reduce unwanted risks and/or exposures. The decision making process is primarily driven by the outputs of our models, which the investment team uses to identify the optimal term structure and sector allocation while managing risk and generating consistent performance. The portfolio managers ultimately make buy and sell decisions in reference to the model recommendations, and their decision must be approved by a senior member of the team.

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

The Portfolio invests at least 80% of its net assets in a portfolio of publicly issued, U.S. mortgage and asset backed securities. In the unlikely event that a change in this investment policy is adopted by the Board of Trustees, shareholders will receive at least 60 days prior written notice before such change is implemented. The Portfolio may use futures, options and/or swaps in order to manage duration, yield curve and sector risk, or as a substitute for cash securities. The Portfolio may also purchase private placement or Rule 144A securities. Up to 5% of the Portfolio’s assets may be held in securities which were rated as investment-grade when purchased, but have since been downgraded. The Portfolio may purchase securities on a when-issued basis or for forward delivery and may enter into repurchase agreements. The Portfolio may also invest in commercial paper.

Specialist Manager. Mellon currently provides portfolio management services to this Portfolio. The investment selection process for the Specialist Manager is described below; further information about the Specialist Manager, and the individual portfolio managers responsible for day-to-day investment decisions for the Portfolio appears in the “Specialist Manager Guide” included later in this Prospectus.

 

The Mellon Investment Selection Process:

  

Mellon employs a disciplined approach which seeks to gain exposure to securities and sectors like those contained in the Bloomberg Barclays US Securitized Index. It begins by identifying and isolating the major components and sectors and assessing the key characteristics of the index. After analyzing these factors, Mellon then invests in securities designed to gain exposure to these different sectors, and that have characteristics that are similar to those which are found in the index. In this process, they also focus on relative value and issue specific risk in order to efficiently and cost effectively gain exposure to the securitized sector. Buy and sell decisions are based primarily on portfolio characteristic misweights. When purchasing securities, portfolio managers select a bond that is perceived to be relatively less expensive compared to similar issues. When selling securities, portfolio managers select an issue that is perceived to be relatively overpriced. Other analytics and the expertise and judgment of the investment professionals are incorporated into the process.

Investment Risks and Strategies

The following is a summary of the types of investments that the Trust’s Portfolios may make and some of the risks associated with such investments. A more extensive discussion, including a description of the Trust’s policies and procedures with respect to disclosure of each Portfolio’s securities, appears in the Statement of Additional Information.

About Benchmarks and Index Investing. The benchmarks for The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio are the Russell 1000® Value Index, the Russell 1000® Growth Index and the Russell 2000® Index (or substyle indices), respectively. These indexes are among those indexes produced by Russell Investments (“Russell”) and, like many of the indexes in this group, are based on the Russell 3000® Index. The Russell 3000® Index measures the performance of the 3,000 largest U.S. companies (in terms of market capitalization) and represents approximately 98% of the investable U.S. equity market. The Russell indexes are unmanaged and market cap-weighted. During the second quarter of each year, Russell’s U.S. indexes are adjusted to reflect current stock market capitalizations as of May 31 of that year. This annual “reconstitution” re-ranks each company, establishing the year’s new index membership. The newly adjusted index membership takes effect at the market close on the fourth Friday in June, and remains in place until the following year’s reconstitution process. The Russell indexes referenced above include common stocks issued by companies domiciled in the United States or its territories as well as non-U.S. domiciled companies.

 

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The Russell 1000® Index measures the performance of the 1,000 largest companies in the Russell 3000® Index, and represents approximately 92% of the total market capitalization of the Russell 3000® Index. The Russell 1000® Growth Index is designed to measure the performance of those companies included in the Russell 1000® Index that have relatively higher price-to-book ratios and higher forecasted growth values. The Russell 1000® Value Index is designed to measure the performance of those companies included in the Russell 1000® Index that have relatively lower price-to-book ratios and lower forecasted growth values.

The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, and represents approximately 10% of the total market capitalization of the Russell 3000® Index. The Russell 2000® Value Index is designed to measure the performance of those companies included in the Russell 2000® Index that have relatively lower price-to-book ratios and lower forecasted growth values. The Russell 2000® Growth Index is designed to measure the performance of those companies included in the Russell 2000® Index that have relatively higher price-to-book ratios and higher forecasted growth values.

The “Small” and “Medium” companies in the Russell 3000® Index represent approximately 35.8% of the total market capitalization of the Russell 3000® Index.

The benchmark for The Institutional International Equity Portfolio is the Morgan Stanley Capital International Europe, Australasia, Far East Index (“MSCI EAFE Index”) and the benchmark for The Emerging Markets Portfolios is the Morgan Stanley Capital International Emerging Markets Index (“MSCI EM Index”). The MSCI EAFE Index (Europe, Australasia, Far East) is an unmanaged free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. As of June 2019, the MSCI EAFE Index consisted of the following [21] developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The MSCI EM Index is an unmanaged free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of June, 2019, the MSCI EM Index consisted of the following [24] emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Russia, Qatar, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The benchmark for each of the ESG Growth and Catholic SRI Growth Portfolios is the MSCI World Index (the “World Index”). This Index is an unmanaged index that is designed to capture large and mid cap companies across 23 developed market countries. As of July 31, 2019, the Index covered approximately 85% of the free float-adjusted market capitalization in each of the following countries: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States. The MSCI World ESG Index (the “ESG Index”) is a capitalization weighted index that provides exposure to companies with high environmental, social and governance performance relative to their sector peers. Like the World Index, the ESG Index consists of large and mid cap companies in 23 developed markets countries. The World Index and the ESG Index may be used, among other factors, by the Adviser and the Board of Trustees as one standard against which to assess the performance of the ESG Growth and Catholic SRI Growth Portfolios’ Specialist Managers and each Portfolio as a whole.

The benchmark for The Real Estate Securities Portfolio is the Dow Jones US Select REIT Index. The Dow Jones US Select REIT Index (“REIT Index”) is designed to provide a measure of real estate securities that serve as proxies for direct real estate investing, in part by excluding securities whose value is not always closely tied to the value of the underlying real estate. The Index is a market capitalization weighted index of publicly traded real estate investment trusts (“REITs”) and is comprised of companies whose charters are the equity ownership and operation of commercial real estate and which operate under the REIT Act of 1960.

The benchmark for The Commodity Returns Strategy Portfolio is the Bloomberg Commodity Index Total Return. The Bloomberg Commodity Index Total Return is an unmanaged index composed of futures contracts on 20 physical commodities. The index is designed to be a highly liquid and diversified benchmark for commodities as an asset class. The Commodity Returns Strategy Portfolio also measures its performance against a blend of 50% Bloomberg Commodity Index Total Return and 50% MSCI ACWI Commodity Producers Index, as this blended benchmark more closely represents the Portfolio’s investment strategy. The MSCI ACWI Commodity Producers Index is comprised of a global opportunity set of commodity producers in the energy, metal and agriculture sectors. A portion of The Commodity Returns Strategy Portfolio is also managed with reference to the MSCI ACWI Natural Resources Index. The MSCI ACWI Natural Resources Index is comprised of a global set of stocks engaged in the extraction and production of natural resources.

 

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The indexes noted above are used by the Board of Trustees and by the Adviser as one standard against which to measure the performance of the Specialist Managers to whom assets of the various Equity Portfolios have been allocated. In addition, a portion of the assets of The Institutional Value Equity, The Institutional Growth Equity, The Institutional Small Capitalization-Mid Capitalization Equity, The Institutional International Equity, The Emerging Markets, The Real Estate Securities and The Commodity Returns Strategy Portfolios (the “Index Accounts”) are allocated to Specialist Managers who are committed to investing assets allocated to them in a manner that attempts to replicate the performance of the appropriate benchmark index or subsets of these indices. This passive investment style differs from the active management investment techniques used by the Trust’s other Specialist Managers. Rather than relying upon fundamental research, economic analysis and investment judgment, this approach uses automated statistical analytic procedures that seek to track the performance of a specific stock index or the selected subset thereof.

Securities will be acquired in proportion to their weighting in the relevant index. Under certain circumstances, it may not be possible for an Index Account to acquire all securities included in the relevant index. (or its identified subset). This might occur, for example, in the event that an included security is issued by one of the Trust’s Specialist Managers or if there is insufficient trading activity in an included security for any reason. To the extent that all securities included in the appropriate index cannot be purchased, the Specialist Manager will purchase a representative sample of other included securities in proportion to their weightings. It is anticipated that these investment methods will result in a close correlation between the performance of the Index Accounts and the performance of the relevant index in both rising and falling markets, and every effort will be made to achieve a correlation of at least 0.95, before deduction of the expenses associated with the management of the respective Index Accounts and the Portfolio of which they are a part. A correlation of 1.00 would represent a perfect correlation between the performance of an Index Account and the relevant index(or its identified subset). Investors should be aware, however, that while use of an index investment approach may limit an investor’s losses (before expenses) to those experienced in the overall securities markets as represented by the relevant index, it is also the case that an investor gives up the potential to achieve return in rising markets in excess of the return achieved by the benchmark index.

Each of The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio may use index strategies managed in accordance with certain indices (“RAFI Indices”) compiled and published by Research Affiliates, and licensed to its affiliate RAFI Indices, LLC. These indices seek to offer diversified “factor” exposures through allocations to value, quality, low volatility, momentum, and size. They use a unique construction that includes the “RAFI Fundamental Index®” approach, which selects and weights securities by fundamental measures of firm size, rather than by market capitalization. The Institutional Growth Equity Portfolio currently employs Mellon to manage the RAFI Low Volatility Factor US Index, as one of its index strategies.

About Equity Securities. The prices of equity and equity-related securities will fluctuate – sometimes dramatically – over time and a Portfolio could lose a substantial part, or even all, of its investment in a particular issue. The term “equity securities” includes common stock, depositary receipts and preferred stock; “equity-related securities” refers to securities that may be convertible into common stock or preferred stock, or securities that carry the right to purchase common stock or preferred stock. Price fluctuations may reflect changes in the issuing company’s financial condition, overall market conditions or even perceptions in the marketplace about the issuing company or economic trends. Prices of convertible securities may, in addition, also be affected by prevailing interest rates, the credit quality of the issuer and any call provisions.

IPO Holding Risk. IPO holding is the practice of participating in an initial public offering (IPO) with the intent of holding the security for investment purposes. Because an IPO is an equity security that is new to the public market, the value of IPOs may fluctuate dramatically. Therefore, IPOs have greater risks than other equity investments. Because of the cyclical nature of the IPO market, from time to time there may be limited or no IPOs in which a Portfolio can participate. Even when the Portfolio requests to participate in an IPO, there is no guarantee that a Portfolio will receive an allotment of shares in an IPO sufficient to satisfy a Portfolio’s desired participation. Due to the volatility of IPOs, these investments can have a significant impact on performance, which may be positive or negative.

IPO Trading Risk. IPO trading is the practice of participating in an initial public offering (IPO) and then immediately selling the security in the after-market. Engaging in this strategy could result in active and frequent trading. Use of this strategy could increase the Portfolio’s portfolio turnover and the possibility of realized capital gain. This is not a tax-efficient strategy. From time to time, it may not be possible to pursue an IPO trading strategy effectively because of a limited supply of “hot” IPOs. In addition, this practice may result in losses if a Portfolio purchases a security in an IPO and there is insufficient demand for the security in the after-market of the IPO. Due to the volatility of IPOs, these investments can have a significant impact on performance, which may be positive or negative.

Small Company Risk. Equity securities of smaller companies may be subject to more abrupt or erratic price movements than larger, more established companies. These securities are often traded in the over-the-counter markets and, if listed on national or regional exchanges, may not be traded in volumes typical for such exchanges. This may make them more difficult to sell at the time and at a price that is desirable. Smaller companies can provide greater growth potential than larger, more mature firms. Investing in the securities of such companies also involves greater risk, portfolio price volatility and cost. Historically, small

 

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capitalization stocks have been more volatile in price than companies with larger capitalizations. Among the reasons for this greater price volatility are the lower degree of market liquidity (the securities of companies with small stock market capitalizations may trade less frequently and in limited volume) and the greater sensitivity of small companies to changing economic conditions. For example, these companies are associated with higher investment risk due to the greater business risks of small size and limited product lines, markets, distribution channels and financial and managerial resources.

About Foreign Securities. Equity securities of non-U.S. companies are subject to the same risks as other equity or equity-related securities. Foreign fixed income securities are subject to the same risks as other fixed income securities (as described below). Foreign investments also involve additional risks. These risks include: the unavailability of financial information or the difficulty of interpreting financial information prepared under foreign accounting standards; less liquidity and more volatility in foreign securities markets; the possibility of expropriation; the imposition of foreign withholding and other taxes; the impact of foreign political, social or diplomatic developments; limitations on the movement of funds or other assets between different countries, including internal or external economic sanctions; difficulties in invoking legal process abroad and enforcing contractual obligations; and the difficulty of assessing economic trends in foreign countries. Transactions in markets overseas are generally more costly than those associated with domestic securities of equal value. Certain foreign governments levy withholding taxes against dividend and interest income. Although a portion of these taxes may be recoverable in the form of a U.S. foreign tax credit, the non-recovered portion of foreign withholding taxes will reduce a Portfolio’s performance. Further, in June, 2016, the United Kingdom voted to withdraw from the European Union. There is also the possibility that and one or more other countries may withdraw from the European Union and/or abandon the Euro, the common currency of the European Union. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be significant and far reaching.

Foreign Currency Risk. The prices of securities denominated in a foreign currency will also be affected by the value of that currency relative to the U.S. dollar. Exchange rate movements can be large and long-lasting and can affect, either favorably or unfavorably, the value of securities held in the Portfolio. Such rate movements may result from actions taken by the U.S. or foreign governments or central banks, or speculation in the currency markets.

Foreign Government Securities. Foreign governments, as well as supranational or quasi-governmental entities, such as the World Bank, may issue fixed income securities. Investments in these securities involve both the risks associated with any fixed income investment and the risks associated with an investment in foreign securities. In addition, a governmental entity’s ability or willingness to repay principal and interest due in a timely manner may be affected not only by economic factors but also by political circumstances either internationally or in the relevant region. These risks extend to debt obligations, such as “Brady Bonds,” that were created as part of the restructuring of commercial bank loans to entities (including foreign governments) in emerging market countries. Brady Bonds may be collateralized or not and may be issued in various currencies, although most are U.S. dollar denominated.

Emerging Market Securities. Investing in emerging market securities increases the risks of foreign investing. The risk of political or social upheaval, expropriation and restrictive controls on foreign investors’ ability to repatriate capital is greater in emerging markets. Emerging market securities generally are less liquid and subject to wider price and currency fluctuations than securities issued in more developed countries. In certain countries, there may be few publicly traded securities and the market may be dominated by a few issuers or sectors. Fixed income securities issued by emerging market issuers are more likely to be considered equivalent to risky high yield securities. Investment funds and structured investments are mechanisms through which U.S. or other investors may invest in certain emerging markets that have laws precluding or limiting direct investments in their securities by foreign investors.

About Fixed Income Securities. Fixed income securities – sometimes referred to as “debt securities” – include bonds, notes (including structured notes), mortgage-backed and asset-backed securities, convertible and preferred securities, inflation-indexed bonds, structured notes, including hybrid or “indexed” securities and event-linked bonds and delayed funding loans, as well as short-term debt instruments, often referred to as money market instruments. Fixed income securities may be issued by U.S. or foreign corporations, banks, governments, government agencies or subdivisions or other entities. A fixed income security may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, zero coupon, contingent, deferred, payment in-kind and auction rate features. All of these factors – the type of instrument, the issuer and the payment terms – will affect the volatility and the risk of loss associated with a particular fixed income issue. The “maturity” of a fixed income instrument and the “duration” of a portfolio of fixed income instruments also affect investment risk. The maturity

 

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of an individual security refers to the period remaining until holders of the instrument are entitled to the return of its principal amount. Longer-term securities tend to experience larger price changes than shorter-term securities because they are more sensitive to changes in interest rates or in the credit ratings of issuers. Duration refers to a combination of criteria, including yield to maturity, credit quality and other factors that measure the exposure of a portfolio of fixed income instruments to changing interest rates. An investment portfolio with a lower average duration generally will experience less price volatility in response to changes in interest rates as compared with a portfolio with a higher average duration.

Interest Rate Risk. Although the term fixed income securities includes a broad range of sometimes very different investments, all fixed income securities are subject to the risk that their value will fluctuate as interest rates in the overall economy rise and fall. The value of fixed income securities will tend to decrease when interest rates are rising and, conversely, will tend to increase when interest rates decline. Thus, in periods of declining interest rates, the yield of a Portfolio that invests in fixed income securities will tend to be higher than prevailing market rates, and in periods of rising interest rates, the yield of a Portfolio will tend to be lower.

Call/Prepayment Risk and Extension Risk. Prepayments of fixed income securities will also affect their value. When interest rates are falling, the issuers of fixed income securities may repay principal earlier than expected. As a result, a Portfolio may have to reinvest these prepayments at the then prevailing lower rates, thus reducing its income. In the case of mortgage-backed or asset-backed issues – securities backed by pools of loans – payments due on the security may also be received earlier than expected. This may happen when market interest rates are falling and the underlying loans are being prepaid. Conversely, payments may be received more slowly when interest rates are rising, as prepayments on the underlying loans slow. This may affect the value of the mortgage- or asset-backed issue if the market comes to view the interest rate to be too low relative to the term of the investment. Either situation can affect the value of the instrument adversely.

Credit Risk. Credit risk is the risk that an issuer (or in the case of certain securities, the guarantor or counterparty) will be unable to make principal and interest payments when due. The creditworthiness of an issuer may be affected by a number of factors, including the financial condition of the issuer (or guarantor) and, in the case of foreign issuers, the financial condition of the region. Fixed income securities may be rated by one or more nationally recognized statistical rating organizations (“NRSROs”), such as Standard & Poor’s Corporation (“S&P”), Moody’s Investors Service, Inc. and/or Fitch Ratings, Inc. These ratings represent the judgment of the rating organization about the safety of principal and interest payments. They are not guarantees of quality and may be subject to change even after a security has been acquired. Not all fixed income securities are rated, and unrated securities may be acquired by the Income Portfolios if the relevant Specialist Manager determines that their quality is comparable to rated issues.

Inflation Indexed Securities. Unlike a conventional bond, whose issuer makes regular fixed interest payments and repays the face value of the bond at maturity, an inflation-indexed security (IIS) provides principal and interest payments that are adjusted over time to reflect a rise (inflation) or a drop (deflation) in the general price level for goods and services. This adjustment is a key feature, given that inflation has typically occurred. There have, however, been periods of deflation. Importantly, in the event of deflation, the U.S. Treasury has guaranteed that it will repay at least the face value of an IIS issued by the U.S. government. Inflation measurement and adjustment for an IIS have two important features. There is a two-month lag between the time that inflation occurs in the economy and when it is factored into IIS valuations. This is due to the time required to measure and calculate the CPI and for the Treasury to adjust the inflation accrual schedules for an IIS. For example, inflation that occurs in January is calculated and announced during February and affects IIS valuations throughout the month of March. In addition, the inflation index used is the non-seasonally adjusted index. It differs from the CPI that is reported by most news organizations, which is statistically smoothed to overcome highs and lows observed at different points each year. The use of the non-seasonally adjusted index can cause the Portfolio’s income level to fluctuate.

Inflation-indexed securities are designed to provide a “real rate of return” – a return after adjusting for the impact of inflation. Inflation – a rise in the general price level – erodes the purchasing power of an investor’s portfolio. For example, if an investment provides a “nominal” total return of 5% in a given year and inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. Investors in inflation-indexed bond funds who do not reinvest the portion of the income distribution that comes from inflation adjustments will not maintain the purchasing power of the investment over the long-term. This is because interest earned depends on the amount of principal invested, and that principal won’t grow with inflation if the investor does not reinvest the principal adjustment paid out as part of a fund’s income distributions.

 

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Interest rates on conventional bonds have two primary components: a “real” yield and an increment that reflects investor expectations of future inflation. By contrast, interest rates on an IIS are adjusted for inflation and, therefore, aren’t affected meaningfully by inflation expectations. This leaves only real rates to influence the price of an IIS. A rise in real rates will cause the price of an IIS to fall, while a decline in real rates will boost the price of an IIS.

Inflation-indexed bonds issued by non-U.S. governments would be expected to be indexed to the inflation rates prevailing in those countries.

Any increase in the principal amount of an IIS may be included for tax purposes in the Portfolio’s gross income, even though no cash attributable to such gross income has been received by the Portfolio. In such event, the Portfolio may be required to make annual distributions to investors that exceed the cash it has otherwise received. In order to pay such distributions, the Portfolio may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the Portfolio and additional capital gain distributions to investors. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by the Portfolio may cause amounts previously distributed to investors in the taxable year as income to be characterized as a return of capital.

Risk Factors Relating to High Yield or “Junk” Bonds. Fixed income securities that are rated below investment grade are commonly referred to as junk bonds or high yield, high risk securities. These securities offer a higher yield than other, higher rated securities, but they carry a greater degree of risk of default or downgrade, are more volatile than investment grade securities, and are considered speculative by the major credit rating agencies. Such securities may be issued by companies that are restructuring, are smaller and less creditworthy or are more highly indebted than other companies. They may be less liquid than higher quality investments and may not be able to pay interest or ultimately to repay principal upon maturity. Discontinuation of these payments could substantially adversely affect the market value of the security. Changes in the value of these securities are influenced more by changes in the financial and business position of the issuing company than by changes in interest rates when compared to investment grade securities and involve greater risk of default or price declines than investment grade securities due to actual or perceived changes in an issuer’s creditworthiness. The Portfolios will not generally purchase “distressed” securities.

When-issued Securities. Fixed income securities may be purchased for future delivery but at a predetermined price. The market value of securities purchased on a “when-issued” basis may change before delivery; this could result in a gain or loss to the purchasing Portfolio.

Mortgage-Backed and Asset-Backed Securities. Mortgage-backed and asset-backed securities represent securities backed by loans secured by real property, personal property, or a pool of unsecured lines of credit. Mortgage-backed and asset-backed securities are sponsored by entities such as government agencies, banks, financial companies and commercial or industrial companies. They represent interests in pools of mortgages or other cash-flow producing assets such as automobile loans, credit card receivables and other financial assets. In effect, these securities “pass through” the monthly payments that individual borrowers make on their mortgages or other debt-obligations net of any fees paid to the issuers. Examples of these include guaranteed mortgage pass-through certificates, collateralized mortgage obligations (“CMOs”) and real estate mortgage investment conduits (“REMICs”). Because of their derivative structure – the fact that their value is derived from the value of the underlying assets – these securities are particularly sensitive to prepayment and extension risks noted above which can lead to significant fluctuations in the value of mortgage-backed securities. Small changes in interest or prepayment rates may cause large and sudden price movements. These securities can also become illiquid and hard to value in declining markets. Mortgage-backed and asset-backed securities involve prepayment risk because the underlying assets (loans) may be prepaid at any time.

The value of these securities may also change because of actual or perceived changes in the creditworthiness of the originator, the servicing agent, the financial institution providing the credit support, the counterparty and/or the sponsoring entity. The risks of mortgage-backed securities also include (1) the credit risk associated with the performance of the underlying mortgage properties and of the borrowers owning such properties; (2) adverse economic conditions and circumstances, which are more likely to have an adverse impact on mortgage-backed securities secured by loans on certain types of commercial properties than on those secured by loans on residential properties; and (3) loss of all or part of the premium, if any, paid. Like other fixed income securities, when interest rates rise, the value of an asset-backed security generally will decline. However, when interest rates decline, the value of an asset-backed security with prepayment features may not increase as much as that of other fixed income securities. Instability in the markets for fixed income securities, particularly non-agency mortgage-backed securities, may affect the liquidity and valuation of such securities. As a result, under such circumstances, certain segments of the non-agency market may experience significantly diminished liquidity.

 

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Stripped mortgage securities are derivative multi-class mortgage securities. Stripped mortgage securities may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Stripped mortgage securities have greater volatility than other types of mortgage securities. Although stripped mortgage securities are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, the market for such securities has not yet been fully developed. Accordingly, stripped mortgage securities are generally illiquid. Stripped mortgage securities are structured with two or more classes of securities that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of stripped mortgage security will have at least one class receiving only a small portion of the interest and a larger portion of the principal from the mortgage assets, while the other class will receive primarily interest and only a small portion of the principal. In the most extreme case, one class will receive all of the interest (“IO” or “interest-only” class), while the other class will receive all of the principal (“PO” or “principal-only” class). The yield to maturity on IOs, POs and other mortgage-backed securities that are purchased at a substantial premium or discount generally are extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on such securities’ yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Portfolio may fail to fully recoup its initial investment in these securities even if the securities have received the highest rating by an NRSRO.

In addition, non-mortgage asset-backed securities involve certain risks not presented by mortgage-backed securities. Primarily, these securities do not have the benefit of the same security interest in the underlying collateral. Credit card receivables are generally unsecured, and the debtors are entitled to the protection of a number of state and Federal consumer credit laws. Automobile receivables are subject to the risk that the trustee for the holders of the automobile receivables may not have an effective security interest in all of the obligations backing the receivables.

Mortgage Dollar Rolls. Mortgage dollar rolls are arrangements in which a Portfolio would sell mortgage-backed securities for delivery in the current month and simultaneously contract to purchase substantially similar securities on a specified future date. While a Portfolio would forego principal and interest paid on the mortgage-backed securities during the roll period, the Portfolio would be compensated by the difference between the current sales price and the lower price for the future purchase as well as by any interest earned on the proceeds of the initial sale. A Portfolio also could be compensated through the receipt of fee income equivalent to a lower forward price. At the time a Portfolio would enter into a mortgage dollar roll, it would set aside permissible liquid assets in a segregated account to secure its obligation for the forward commitment to buy mortgage-backed securities. Mortgage dollar roll transactions may be considered a borrowing by the Portfolios.

Floating Rate Loans and Loan Participations. The Fixed Income Opportunity Portfolio may invest in floating rate loans and loan participations. These instruments – which include first and second lien senior floating rate loans and other floating rate debt securities – generally consist of loans made by banks and other large financial institutions to various companies and are typically senior in the borrowing companies’ capital structure. Coupon rates on these loans are most often floating, not fixed, and are tied to a benchmark lending rate , such as the London Interbank Offered Rate or “LIBOR”. (In 2017, the United Kingdom’s Financial Conduct Authority warned that LIBOR may cease to be available or appropriate for use by 2021. The unavailability of LIBOR presents risks to the Portfolio, including the risk that any pricing adjustments to the Portfolio’s investments resulting from a substitute reference rate may adversely affect the Portfolio’s performance and/or NAV.) Because the interest rate of floating rate loans adjusts periodically, interest rate risk is lower on floating rate loans than on fixed rate loans. Additionally, to the extent that the Portfolio invests in senior loans to non-U.S. borrowers, the Portfolio may be subject to the risks associated with any foreign investments (summarized above). The Portfolio may also acquire junior debt securities or securities with a lien on collateral lower than a senior claim on collateral. The risks associated with floating rate loans are similar to the risks of below investment grade securities although these risks are reduced when the floating rate loans are senior and secured as opposed to many high yield securities that are junior and unsecured. In addition, the value of the collateral securing the loan may decline, causing a loan to be substantially unsecured; although one lending institution will often be required to monitor the collateral. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require the Portfolio to replace a particular loan with a lower-yielding security. Floating rate securities are often subject to restrictions on resale which can result in reduced liquidity. There may be less extensive public information available with respect to loans than for rated, registered or exchange listed securities. The Portfolio may also invest in loan participations, by which the Portfolio has the right to receive payments of principal, interest and fees from an intermediary (typically a bank, financial institution or lending syndicate) that has a direct contractual relationship with a borrower. Absent a direct contractual relationship with the borrower, the Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and a Portfolio may not benefit directly from any collateral supporting the underlying loan. As a result, the Portfolio

 

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may be exposed to the credit risk of both the borrower and the intermediary offering the participation. Additionally, investment in loan participation interests may result in increased exposure to financial services sector risk. The Portfolio may have difficulty disposing of loan participations as the market for such instruments is not highly liquid and may have limited or no right to vote on changes that may be made to the underlying loan agreement. The Portfolio may also purchase loan assignments from an agent bank or other member of a lending syndicate. Such investments may involve risks in addition to those noted above, for example, if a loan is foreclosed, the Portfolio could become part owner of any collateral and would bear the costs and liability associated with such ownership.

Securities Purchased At Discount. Securities purchased at a discount, such as step-up bonds, could require a Portfolio to accrue and distribute income not yet received. If it invests in these securities, a Portfolio could be required to sell securities in its portfolio that it otherwise might have continued to hold in order to generate sufficient cash to make these distributions. Among the types of these securities in which a Portfolio may invest are zero coupon securities, which are debt securities that pay no cash income but are sold at substantial discounts from their value at maturity. Zero coupon securities tend to be subject to greater price fluctuations in response to changes in interest rates than are ordinary interest-paying debt securities with similar maturities.

About Real Estate Investments

Real Estate Investment Trusts (“REITs”). REITs are pooled investment vehicles that invest the majority of their assets directly in real property and/or in loans to building developers and derive income primarily from the collection of rents and/or interest income. Equity REITs can also realize capital gains by selling property that has appreciated in value. Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, as amended (the “Code”). The Real Estate Securities Portfolio and certain other of the Portfolios that may invest in REITs will indirectly bear their respective proportionate share of expenses incurred by REITs in which each invests in addition to the expenses incurred directly by that Portfolio.

REITs can generally be classified as Equity REITs, Mortgage REITs, Hybrid REITs and REOC’s. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs. REOCs are real estate companies that engage in the development, management, or financing of real estate. Typically, they provide services such as property management, property development, facilities management, and real estate financing. REOCs are publicly traded corporations that have not elected to be taxed as REITs. The three primary reasons for such an election are (a) availability of tax-loss carryforwards, (b) operation in non-REIT-qualifying lines of business, and (c) ability to retain earnings.

The Real Estate Securities Portfolio will not invest in real estate directly, but only in securities issued by real estate or real estate related companies. However, because of its policy of concentration in the securities of companies in the real estate industry, The Real Estate Securities Portfolio is also subject to the risks associated with the direct ownership of real estate. These risks include:

 

 

declines in the value of real estate

 

 

risks related to general and local economic conditions

 

 

possible lack of availability of mortgage funds

 

 

overbuilding

 

 

extended vacancies of properties

 

 

increased competition

 

 

increases in property taxes and operating expenses

 

 

changes in zoning laws

 

 

losses due to costs resulting from the clean-up of environmental problems

 

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liability to third parties for damages resulting from environmental problems

 

 

casualty or condemnation losses

 

 

limitations on rents

 

 

changes in neighborhood values and the appeal of properties to tenants

 

 

changes in interest rates

Thus, the value of The Real Estate Securities Portfolio’s shares may change at different rates compared to the value of shares of a mutual fund with investments in a mix of different industries.

In addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. Furthermore, REITs are dependent upon management skills and generally may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by borrowers, and self-liquidation. Additionally, REITs could possibly fail to qualify for tax-free pass-through of income under the Code, or to maintain their exemptions from registration under the Investment Company Act. The above factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

About ESG Investing in The ESG Growth Portfolio.

The ESG Screens applied by the Adviser as part of the securities selection process for The ESG Growth Portfolio are based, in part on third party data and ESG rating agencies or organizations. Generally, the Portfolio’s ESG Screens take into account criteria such as a company’s corporate policies and practices in the areas such as environment; workplace practices and human rights; corporate governance; community impact; and product safety and integrity.

Companies in which the Portfolio invests may not meet the highest standards with respect to all aspects of environmental, social and governance performance. The Portfolio will, however, seek to invest in companies that adhere to positive standards in these areas. The Portfolio may, at its discretion, vary the ESG Factors on which the Portfolio’s ESG Screens are based, including adding criteria, changing the weightings of various criteria or otherwise modifying the use of the ESG Screens in the investment selection process. Additionally, the Portfolio’s ESG Screens may not necessarily be applied to investments in derivatives, certain fixed income investments and other investments where in the Adviser’s opinion ESG Factors are not applicable or it is not possible to implement the criteria.

About Socially Responsible Investing in The Catholic SRI Growth Portfolio.

In selecting investments, The Catholic SRI Growth Portfolio seeks to adhere to the social and moral concerns set forth in the Social Guidelines described under “Principal Investment Strategies,” above. The Portfolio will not invest in companies engaged in: activities that include direct participation in or support of abortion (unless the company is absolutely required by law to do so); the manufacture of contraceptives (or that derive a significant portion of their revenues from the sale of contraceptives); scientific research on human fetuses or embryos, including human cloning and fetal stem cell research; or the manufacture, sale or use of anti-personnel landmines and the Portfolio will seek to avoid investment in companies that are primarily engaged in adult entertainment or the production of military weapons. The Portfolio is not authorized or sponsored by the Roman Catholic Church or the USCCB.

About Cash Management Practices. Except with respect to the Index Accounts, a Specialist Manager may seek to maintain liquidity pending investment by investing assets allocated to it in short-term money market instruments issued, sponsored or guaranteed by the U.S. Government, its agencies or instrumentalities. Such securities are referred to in this Prospectus as U.S. government securities. The Portfolios may also invest in repurchase agreements secured by U.S. government securities or short-term money market instruments of other issuers, including corporate commercial paper, and variable and floating rate debt instruments, that have received, or are comparable in quality to securities that have received, one of the two highest ratings assigned by at least one recognized rating organization and/or money market funds. The Portfolios may also invest in short-term time deposits. When the Trust reallocates Portfolio assets among Specialist Managers, adds an additional Specialist Manager to a Portfolio, or replaces a Specialist Manager with another Specialist Manager, the Portfolio may invest assets in short-term

 

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money market instruments during a startup or transition period while the Specialist Manager receiving the assets determines appropriate longer term investments. Under extraordinary market or economic conditions, all or any portion of a Portfolio’s assets may be invested in short-term money market instruments for temporary defensive purposes. Each of the Portfolios may purchase also commercial paper for temporary purposes. If such action is taken by a Specialist Manager as a result of an incorrect prediction about the effect of economic, financial or political conditions, the performance of the affected Portfolio will be adversely affected and the Portfolio may be unable to achieve its objective. Each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio may invest any portion of its assets in short-term money market instruments, or other cash equivalents, including money market funds, when the Adviser deems it appropriate to achieve the Portfolio’s investment objectives. Additionally, each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio may invest in such instruments when such Portfolio’s assets are reallocated among Specialist Managers, during Specialist Manager transition periods and pending investment in appropriate longer term investments.

Each Portfolio’s performance may be adversely affected to the extent that a significant portion of its assets are invested in short-term money market instruments during periods when the securities markets are increasing in value.

About Derivative Strategies. Except with respect to the Index Accounts, a Specialist Manager may, but is not obligated to, use certain strategies (“Derivative Strategies”) on behalf of a Portfolio in order to reduce certain risks that would otherwise be associated with their respective securities investments. In anticipation of future purchases, each Specialist Manager, including a Specialist Manager responsible for an Index Account, may use Derivative Strategies to gain market exposure pending direct investment in securities. These strategies include the use of options on securities and securities indexes and options on stock index and interest rate futures contracts. The Equity Portfolios (except the Index Accounts) and the Income Portfolios may also use forward foreign currency contracts in connection with the purchase and sale of those securities, denominated in foreign currencies, in which each is permitted to invest. In addition, The Institutional International Equity, Emerging Markets, Inflation Protected Securities and Commodity Returns Strategy Portfolios may, but are not obligated to, use forward foreign currency contracts, foreign currency options and foreign currency futures to hedge against fluctuations in the relative value of the currencies in which securities held by these Portfolios are denominated.

The Core Fixed Income Portfolio and The Fixed Income Opportunity Portfolio may also use foreign currency options and foreign currency futures to hedge against fluctuations in the relative value of the currencies in which the foreign securities held by these Portfolios are denominated. In addition, these Portfolios, along with The Commodity Returns Strategy Portfolio, The Institutional Growth Portfolio, The U.S. Government Fixed Income Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio and The U.S. Government Mortgage/Asset Backed Fixed Income Securities Portfolio may enter into swap transactions. Swap transactions are contracts in which a Portfolio agrees to exchange the returns (or differentials in rates of return) and/or cash flows earned or realized on a particular “notional amount” of underlying instrument. Payments may be based on currencies, interest rates, securities indexes, commodity indexes or other reference rates. Swaps may be used to manage the maturity and duration of a fixed income portfolio or to gain exposure to a market without directly investing in securities traded in that market.

Use of the instruments noted above (collectively, “Derivative Instruments”) must be consistent with a Portfolio’s investment objective and policies (and, in the case of the Index Accounts, the indexing strategy described earlier in this Prospectus). The Portfolios may, with the exception of The Commodity Returns Strategy Portfolio, not use Derivative Instruments for speculative purposes. No Portfolio may invest more than 10% of its total assets in option purchases. Further information relating to the use of Derivative Instruments, and the limitations on their use, appears in the Statement of Additional Information.

No assurances can be made that a Specialist Manager will use any Derivative Strategies, a particular Derivative Strategy or a particular Derivative Instrument. However, there are certain overall considerations to be aware of in connection with the use of Derivative Instruments in any of the Portfolios. The ability to predict the direction of the securities or currency markets and interest rates involves skills different from those used in selecting securities. Although the use of various Derivative Instruments is sometimes intended to enable each of the Portfolios to hedge against certain investment risks, there can be no guarantee that this objective will be achieved. For example, in the event that an anticipated change in the price of the securities (or currencies) that are the subject of the Derivative Strategy does not occur, it may be that the Portfolio employing such Derivative Strategy would have been in a better position had it not used such a strategy at all. Moreover, even if the Specialist Manager correctly predicts interest rate or market price movements, a hedge could be unsuccessful if changes in the value of the option or futures position do not correspond to changes in the value of investments that the position was designed to hedge. Suitable derivative

 

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transactions may not be available in all circumstances. Derivative Strategies can disproportionately increase losses and reduce opportunities for gain when security prices, indices, currency rates or interest rates change in unexpected ways and a Portfolio may suffer losses disproportionate to the amount of its investments in these instruments. Liquid markets do not always exist for certain derivative instruments and lack of a liquid market for any reason may prevent a Portfolio from liquidating an unfavorable position and/or make valuation of the instrument difficult to determine. Valuation of derivatives may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. In the case of an option, the option could expire before it can be sold, with the resulting loss of the premium paid by a Portfolio for the option. In the case of a futures contract, a Portfolio would remain obligated to meet margin requirements until the position is closed. In addition, options that are traded over-the-counter differ from exchange traded options in that they are two-party contracts with price and other terms negotiated between the parties. For this reason, the liquidity of these instruments may depend on the willingness of the counterparty to enter into a closing transaction. In the case of currency-related instruments, such as foreign currency options, options on foreign currency futures, and forward foreign currency contracts, it is generally not possible to structure transactions to match the precise value of the securities involved since the future value of the securities will change during the period that the arrangement is outstanding. As a result, such transactions may preclude or reduce the opportunity for gain if the value of the hedged currency changes relative to the U.S. dollar. Like over-the-counter options, such instruments are essentially contracts between the parties and the liquidity of these instruments may depend on the willingness of the counterparty to enter into a closing transaction. In addition, changes in government regulation of derivatives could affect the character, timing and amount of the Portfolio’s taxable income or gains. The Portfolio’s use of derivatives may be limited by the requirements for taxation of the Portfolio as a regulated investment company.

About Other Permitted Instruments

Borrowing and Lending. Each of the Portfolios may borrow money from a bank for temporary emergency purposes and may enter into reverse repurchase agreements. A reverse repurchase agreement, which is considered a borrowing for purposes of the Investment Company Act, involves the sale of a security by the Trust and its agreement to repurchase the instrument at a specified time and price. Accordingly, the Trust will maintain a segregated account consisting of cash, U.S. government securities or high-grade, liquid obligations, maturing not later than the expiration of a reverse repurchase agreement, to cover its obligations under the agreement. Borrowings outstanding at any time will be limited to no more than one-third of a Portfolio’s total assets. To avoid potential leveraging effects of a Portfolio’s borrowings, however, additional investments will not be made while aggregate borrowings, including reverse repurchase agreements, are 5% or more of a Portfolio’s total assets. Each of the Portfolios may lend portfolio securities to brokers, dealers and financial institutions provided that cash, or equivalent collateral, equal to at least 100% of the market value (plus accrued interest) of the securities loaned is maintained by the borrower with the lending Portfolio. During the time securities are on loan, the borrower will pay to the Portfolio any income that may accrue on the securities. The Portfolio may invest the cash collateral and earn additional income or may receive an agreed upon fee from the borrower who has delivered equivalent collateral. No Portfolio will enter into any securities lending transaction if, at the time the loan is made, the value of all loaned securities, together with any other borrowings, equals more than one-third of the value of that Portfolio’s total assets.

Liquidity Risk. Liquidity risk is the risk that certain securities may be difficult or impossible to sell at the price that would normally prevail in the market at the time at which a Portfolio desires to sell. The seller may have to lower the price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on Portfolio management or performance. This includes the risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less advantageous investments.

Market Risk. Market risk is the risk that the market value of a security may move up and down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industrial sector of the economy or the market as a whole. Finally, key information about a security or market may be inaccurate or unavailable. This is particularly relevant to investments in foreign securities.

Commercial Paper. Commercial paper is a short-term, unsecured negotiable promissory note of a U.S. or non-U.S. issuer. Although each of the Portfolios may purchase commercial paper for temporary purposes, The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Core Fixed Income Portfolio, The Fixed Income Opportunity

 

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Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio and The U.S. Government Mortgage/Asset Backed Fixed Income Securities Portfolio may acquire these instruments as described above for non-temporary purposes.

Investments in Other Investment Companies

The Adviser or the Specialist Managers may also acquire, on behalf of a Portfolio, securities issued by other investment companies to the extent permitted under the Investment Company Act, provided that such investments are otherwise consistent with the overall investment objective and policies of that Portfolio. Each Portfolio may invest in these instruments to achieve market exposure to its respective asset class, including when direct investment in securities in accordance with the investment policies of the relevant Portfolio is pending, to hedge against the relative value of the securities in which an acquiring Portfolio primarily invests, or to facilitate the management of cash flows in or out of that Portfolio. Other investment company securities that may be acquired by a Portfolio include those of investment companies which invest in short-term money market instruments. Exchange-traded funds (“ETFs”) are securities that are issued by investment companies and traded on securities exchanges. ETFs are subject to market and liquidity risk. The Portfolios may invest in ETFs. Such ETFs are unaffiliated with the Trust.

Many ETFs seek to replicate the performance of a securities market index or a group of securities markets (“Index-based ETFs”) in a particular geographic area. Thus, investment in Index-based ETFs offers, among other things, an efficient means to achieve diversification to a particular industry that would otherwise only be possible through a series of transactions and numerous holdings. Although similar diversification benefits may be achieved through an investment in another investment company, ETFs generally offer greater liquidity and lower expenses. Because an ETF charges its own fees and expenses, fund shareholders will indirectly bear these costs. The Portfolios will also incur brokerage commissions and related charges when purchasing shares in an ETF in secondary market transactions. Unlike typical investment company shares, which are valued once daily, shares in an ETF may be purchased or sold on a listed securities exchange throughout the trading day at market prices that are generally close to net asset value.

Because ETFs are investment companies, investment in such funds would, absent exemptive relief, be limited under applicable Federal statutory provisions. Those provisions generally restrict a fund’s investment in the shares of another investment company to up to 5% of its total assets and limit aggregate investments in all investment companies to 10% of total assets. Provided certain requirements set forth in the Investment Company Act are met, however, investments in excess of these limitations may be made. In particular, the Portfolio may invest in the iShares® Trust and iShares®, Inc. (“iShares®”) in excess of the statutory limit in reliance on an exemptive order issued to that entity, provided that certain conditions are met. iShares® is a registered trademark of Barclays Global Investors, N.A. (“BGI”). Neither BGI nor the iShares® funds make any representations regarding the advisability of investing in an iShares® fund.

Additionally, the Real Estate Securities Portfolio may invest up to 100% of its assets in ETFs that invest in the securities of real estate related companies in reliance on provisions of the Investment Company Act that permit such investments so long as the investing fund, together with any affiliates, does not own more than 3% of the outstanding voting securities of the acquired fund. When relying on these provisions, the Real Estate Securities Portfolio is required to vote all proxies of the funds it owns in the same proportion as the vote of all other holders of such securities.

Disclosure of Portfolio Holdings

A complete list of each Portfolio’s holdings is publicly available through filings made with the Securities and Exchange Commission (“SEC”) on Form N-CSR and Form N-PORT) . A description of the Portfolios’ policies and procedures with respect to disclosure of the Portfolios’ securities is provided in the Trust’s Statement of Additional Information (“SAI”).

 

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Fund Management

The Board of Trustees is responsible for the oversight of the business and affairs of the Trust. Day-to-day operations of the Trust are the responsibility of the Trust’s officers and various service organizations retained by the Trust.

Advisory Services

HC Capital Solutions. HC Capital Solutions serves as the overall investment adviser to the Trust under the terms of its discretionary investment advisory agreements (“HC Capital Agreements”) with the Trust. The Adviser continuously monitors the performance of various investment management organizations, including the Specialist Managers, and generally oversees the services provided to the Trust by its administrator, custodian and other service providers. Under the HC Capital Agreements the Adviser has direct authority to invest and reinvest the Trust’s assets and, although it is not generally responsible for day-to-day investment decisions for the Trust or its Portfolios, it may at times directly manage a Portfolio’s cash and investments in ETFs. The Adviser is responsible for monitoring both the overall performance of each Portfolio, and the individual performance of each Specialist Manager within those Portfolios. Each of the Portfolios is authorized to operate on a “multi-manager” basis. This means that a single Portfolio may be managed by more than one Specialist Manager. The multi-manager structure is generally designed to provide investors access to broadly diversified investment styles. The Adviser may, from time to time, reallocate the assets of a multi-manager Portfolio among Specialist Managers that provide portfolio management services to that Portfolio when it believes that such action would be appropriate to achieve the overall objectives of the particular Portfolio. The Adviser is an integral part of the Specialist Manager selection process and instrumental in the supervision of Specialist Managers.

As part of its oversight responsibilities, the Adviser seeks to manage overall active portfolio risk. In connection with this effort, the Adviser may, from time to time, determine that, as a result of investment decisions in actively managed portions of a Portfolio, the overall Portfolio is underweight with respect to a specific market segment represented in the designated benchmark index. If, in the Adviser’s judgment, it is appropriate to do so from a portfolio management perspective, the Adviser may direct that a portion of those assets allocated to the “passive” or “index” investment approach be invested in a manner that replicates a subset of the market segment that, in the Adviser’s judgment, is not represented as desired in the Portfolio as a whole. The companies represented in the subset (“Subset Components”) will be determined by the Specialist Manager responsible for the “indexed” portion of the Portfolio. By way of example, application of the investment process of an active manager may result in a decision to limit investments in higher yielding stocks. Taking into account the Portfolio’s overall structure, however, the Adviser may determine that a Portfolio is disproportionately underweight in higher yielding stocks from a total portfolio management perspective. Under such circumstances, the Adviser may (but is not required to) direct that a portion of those assets allocated to the “passive” or “index” investment approach be invested in a manner that captures the performance of higher yielding stocks.

The Trust has been granted an order from the Securities and Exchange Commission (“SEC”) permitting the Trust to enter into portfolio management agreements with Specialist Managers upon the approval of the Board of Trustees but without submitting such contracts for the approval of the shareholders of the relevant Portfolio under certain circumstances.

With respect to the Commodity Returns Strategy Portfolio, the Adviser is also registered as a “commodity pool operator” (“CPO”) under the Commodity Exchange Act and the rules of the Commodity Futures Trading Commission (“CFTC”) and is subject to CFTC regulation with respect to that Portfolio. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that apply with respect to the Portfolio as a result of the Adviser’s registration as a CPO. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable SEC requirements. This means that for most of the CFTC’s disclosure and shareholder reporting requirements applicable to the Adviser as the Portfolio’s CPO, the Adviser’s compliance with SEC disclosure and shareholder reporting requirements will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Portfolio, the Portfolio may incur additional compliance and other expenses. The CFTC has neither reviewed nor approved the Portfolio, its investment strategies or this prospectus. In addition, with respect to the Commodity Returns Strategy Portfolio, the Adviser is relying upon an exemption from registration as a “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC.

With respect to each Portfolio other than The Commodity Returns Strategy Portfolio (each, an “Excluded Portfolio”), the Adviser has claimed an exclusion from the definition of CPO under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, with respect to the Excluded Portfolios, the Adviser is relying upon a related exclusion from the definition of CTA under the CEA and the rules of the CFTC.

 

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The terms of the CPO exclusion require each Excluded Portfolio, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards as described in the Statement of Additional Information. Because the Adviser and the Excluded Portfolios intend to comply with the terms of the CPO exclusion, an Excluded Portfolio may, in the future, need to adjust its investment strategies, consistent with its investment objective, to limit its investments in these types of instruments. The Excluded Portfolios are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Adviser’s reliance on these exclusions, or the Excluded Portfolios, their investment strategies or this prospectus.

Officers and/or employees of the Adviser serve as the executive officers of the Trust and/or as members of the Board of Trustees. For its services under the HC Capital Agreements, the Adviser is entitled to receive an annual fee of 0.05% of each Portfolio’s average net assets. The principal offices of the Adviser are located at Five Tower Bridge, 300 Barr Harbor Drive, 5th Floor, West Conshohocken, PA 19428-2970. A registered investment adviser under the Investment Advisers Act of 1940, as amended, since 1988, the Adviser had, as of June 30, 2019, approximately $21.0 billion in assets under management. HC Capital Solutions is a division of Hirtle, Callaghan & Co. LLC, and wholly owned by Hirtle Callaghan Holdings, Inc., which is controlled by one of its founders, Jonathan J. Hirtle. Mr. Mark Hamilton, Mr. Brad Conger, CFA and Mr. Scott Jacobson, CFA act as portfolio managers for each Portfolio. Mr. Hamilton is the Chief Investment Strategist for the Adviser and has been with the Adviser since August 2018. Prior to joining the Adviser, Mr. Hamilton served over 5 years as Chief Investment Officer of Asset Allocation for OppenheimerFunds. Mr. Conger is a Vice President at the Adviser and has been with the Adviser since December 2010. Prior to joining the Adviser, Mr. Conger spent over four years as a Director and Senior Analyst at Clearbridge Advisors. Mr. Jacobson is a Capital Allocation Investment Strategist for the Adviser and has been with the Adviser since 2015. Prior to joining the Adviser, Mr. Jacobson served as a Managing Director at Wedbush Securities, Inc., a Consultant for ClearVol Capital Management, LLC and the Head of Derivative Strategy at Sanford C. Bernstein & Co., LLC.

Specialist Managers. Day-to-day investment decisions for each of the Portfolios are the responsibility of one or more Specialist Managers retained by the Trust. In accordance with the terms of separate portfolio management agreements relating to the respective Portfolios, and subject to the general supervision of the Trust’s Board of Trustees, each of the Specialist Managers is responsible for providing a continuous program of investment management to, and placing all orders for, the purchase and sale of securities and other instruments for those portions of the Portfolios they serve for which they are responsible.

In the case of those Portfolios that are served by more than one Specialist Manager, the Adviser is responsible for determining the appropriate manner in which to allocate assets to each such Specialist Manager. The Adviser may increase or decrease the allocation to a Specialist Manager, if it deems it appropriate to do so, in order to achieve the overall objectives of the Portfolio involved. Allocations may vary between zero percent 0% and one hundred percent 100% of a Portfolio’s assets managed by a particular Specialist Manager at any given time. The Adviser may also recommend that the Board of Trustees terminate a particular Specialist Manager when it believes that such termination will benefit a Portfolio. The goal of the multi-manager structure is to achieve a better rate of return with lower volatility than would typically be expected of any one management style. Its success depends upon the ability of the Trust to: (a) identify and retain Specialist Managers who have achieved and will continue to achieve superior investment records relative to selected benchmarks; (b) pair Specialist Managers that have complementary investment styles (e.g., top-down vs. bottom-up investment selection processes); (c) monitor Specialist Managers’ performance and adherence to stated styles; and (d) effectively allocate Portfolio assets among Specialist Managers.

The following is information on how the management fees were calculated for each of the Portfolios (note that allocation percentages at June 30, 2019 may not total 100% for certain reasons including the absence of a former Specialist Manager)::

The Institutional Value Equity Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [40]% Cadence, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. Multifactor Strategy, [0]% PIMCO, [12]% Parametric’s Liquidity Strategy, [0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy and [2]% HC Capital Solutions.

 

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The Institutional Growth Equity Portfolio – The Portfolio is managed by five Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of 0% Cadence, 25% Jennison, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [ ]% Mellon U.S. Multifactor Strategy, [0]% PIMCO, [3]% Parametric’s Liquidity Strategy, [0]% Parametric’s Defensive Equity Strategy, [0]% Parametric’s Targeted Strategy and [2]% HC Capital Solutions.

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [34]% Frontier, [ ]% Mellon Index Strategy, [ ]% Mellon Factor Strategy, [2]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% Cadence and [3]% HC Capital Solutions.

The Real Estate Securities Portfolio – The Portfolio is managed by four Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [85]% Wellington Management, [0]% Cadence, [0]% Mellon [10]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [5]% HC Capital Solutions.

The Commodity Returns Strategy Portfolio – The Portfolio is managed by six Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [23]% Wellington Management Global Natural Resources Strategy, [3]% Wellington Management Commodity Strategy, [7]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy, [0]% Parametric’s Tax-Managed Custom Core Strategy, [0]% PIMCO, [0]% Cadence,[ 3]% Vaughan Nelson, [64]% Mellon and [0]% HC Capital Solutions.

The ESG Growth Portfolio – The Portfolio is managed by three Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [46]% Mellon, 1% Parametric’s Liquidity Strategy, 0% Parametric’s Targeted Strategy and 0% Agincourt.

The Catholic SRI Growth Portfolio – The Portfolio is managed by three Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [48]% Mellon, [0]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [0]% Agincourt.

The Institutional International Equity Portfolio – The Portfolio is managed by seven Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [21]% Causeway, [10]% Artisan Partners,[ 12]% Lazard, [51]% Cadence, [4]% CLIM, [ ]% Mellon, [2]% Parametric’s Liquidity Strategy, [0]% Parametric’s Targeted Strategy and [0]% HC Capital Solutions.

The Emerging Markets Portfolio – The Portfolio is managed by six Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of 0% Cadence, 0% CLIM, [ ]% Mellon, 1% Parametric’s Liquidity Strategy, 0% Parametric’s Targeted Strategy, 0% Parametric’s Tax-Managed Custom Core Strategy, 21% RBC GAM and 0% HC Capital Solutions.

The Core Fixed Income Portfolio – The Portfolio is managed by two Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [60]% Mellon, [40]% Agincourt and [0]% HC Capital Solutions.

The Fixed Income Opportunity Portfolio – The Portfolio is managed by five Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [67]% Fort Washington, [0]% CLIM, [0]% Mellon, [4]% Parametric’s Liquidity Strategy, [5]% Parametric’s Targeted Strategy, [24]% Western Asset and [0]% HC Capital Solutions.

 

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The U.S. Government Fixed Income Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of 100% Mellon and 0% HC Capital Solutions.

The Inflation Protected Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of [96]% Mellon’s Domestic Strategy and 4% HC Capital Solutions.

The U.S. Corporate Fixed Income Securities Portfolio – The Portfolio is managed by two Specialist Managers, each of whom is compensated in accordance with a different fee schedule. Although asset allocations and fees payable to the Specialist Managers may vary, the figures assume an actual allocation of assets at June 30, 2019 of [94]% Agincourt, [0]% Mellon and [6]% HC Capital Solutions.

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio – The Portfolio is managed by one Specialist Manager. Although assets allocated to the Specialist Manager may vary, the figures assume an actual allocation of assets at June 30, 2019 of [94]% Mellon and [6]% HC Capital Solutions.

Updated Specialist Manager allocations can be found in the Trust’s Annual and Semi-Annual Reports filed on Form N-CSR.

A detailed description of the Specialist Managers that currently serve the Trust’s various Portfolios is found in the “Specialist Manager Guide” included in this Prospectus.

Discussions regarding the Board of Trustees’ basis for approving the Trust’s agreements with the Adviser and each of the Specialist Managers appear in the Trust’s Annual Report to Shareholders dated June 30, 2019 and Semi-Annual Report to Shareholders dated December 31, 2018.

Additional Information About Fund Management

The Commodity Returns Strategy Portfolio may pursue its investment objective, in part, by investing in the Subsidiaries. Each of the Subsidiaries has entered into a separate contract with one of the Specialist Managers whereby the respective Specialist Manager provides investment advisory and other services to the Subsidiary. Neither the Adviser nor the Specialist Managers receive separate compensation from the Subsidiaries for provision of these services. The Portfolio pays the Adviser and the Specialist Managers their management fees based on the Portfolio’s assets, including its investment in the Subsidiaries.

Shareholder Information: Purchases and Redemptions

Purchasing Shares of the Portfolios. Shares of each of the Portfolios are sold at their net asset value per share (“NAV”) next calculated after your purchase order is received by the Trust. Please refer to further information under the heading “Acceptance of Purchase Orders; Anti-Money Laundering Policy.”

Calculating NAV. A Portfolio’s NAV is determined at the close of regular trading on the New York Stock Exchange (“NYSE”), normally at 4:00 p.m. Eastern time, on days the NYSE is open. The NYSE may close earlier than 4:00 p.m. on some days. The NAV is calculated by adding the total value of a Portfolio’s investments and other assets attributable to HC Strategic Shares, subtracting its liabilities attributable to HC Strategic Shares and then dividing that figure by the number of outstanding HC Strategic Shares of that Portfolio:

 

NAV

  

=

  

total assets – liabilities

     

number of shares outstanding

The value of each Portfolio’s investments is generally determined by current market quotations. When reliable market quotations are not readily available for any security, the fair value of that security will be determined by a committee established by the Trust’s Board of Trustees (“Board”) in accordance with procedures adopted by the Board. The fair valuation process is designed to value the subject security at the price a Portfolio would reasonably expect to receive upon its current sale. Fair value pricing may be employed, for example, if the value of a security held by a Portfolio has been materially affected by an event that occurs after the close of the market in which the security is traded, in the event of a trading halt in a security for which

 

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market quotations are normally available or with respect to securities that are deemed illiquid. When this fair value pricing method is employed, the prices of securities used in the daily computation of a Portfolio’s NAV per share may differ from quoted or published prices for the same securities. Additionally, security valuations determined in accordance with the fair value pricing method may not fluctuate on a daily basis, as would likely occur in the case of securities for which market quotations are readily available. Consequently, changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued based on market quotations.

Acceptance of Purchase Orders; Anti-Money Laundering Policy. Payment for purchases of Trust shares may be made by wire transfer or by check drawn on a U.S. bank. Generally, purchases must be made in U.S. dollars. Third-party checks, cash, credit cards, credit card convenience checks, traveler’s checks, money orders and checks payable in foreign currency are not accepted. The Trust reserves the right to reject any purchase order. Purchase orders may be received by the Trust’s transfer agent on any regular business day.

If accepted by the Trust, shares of the Portfolios may be purchased in exchange for securities which are eligible for acquisition by the Portfolios. Securities accepted by the Trust for exchange and Portfolio shares to be issued in the exchange will be valued as set forth under “Calculating NAV” at the time of the next determination of net asset value after such acceptance. All dividends, interest, subscription, or other rights pertaining to such securities shall become the property of the Portfolio whose shares are being acquired and must be delivered to the Trust by the investor upon receipt from the issuer. The Trust will not accept securities in exchange for shares of a Portfolio unless such securities are, at the time of the exchange, eligible to be included, or otherwise represented, in the Portfolio whose shares are to be issued and current market quotations are readily available for such securities. The Trust will accept such securities for investment and not for resale. A gain or loss for Federal income tax purposes will generally be realized by investors who are subject to federal taxation upon the exchange depending upon the cost of the securities exchanged. Investors interested in such exchanges should contact the Trust. Purchases of shares will be made in full and fractional shares calculated to three decimal places.

Multiple Class Portfolios. The Trust offers two classes of shares: HC Advisors Shares and HC Strategic Shares. This Prospectus provides information for the HC Strategic Shares. HC Strategic Shares are available to investors for whom the Adviser, or any affiliate of the Adviser, provides a complete program of investment advisory services.

Customer Identification Information

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations. Accordingly, when you open an account, you will be asked for information that will allow the Trust to verify your identity, in the case of individual investors or, in the case of institutions or other entities, to verify the name, principal place of business, taxpayer identification number and similar information. The Trust may also ask you to provide other documentation or identifying information and/or documentation for personnel authorized to act on your behalf.

Identity Verification Procedures – Because the absence of face-to-face contact with customers limits the Trust’s ability to reasonably validate the authenticity of documents received from an applicant, the Trust will never rely solely upon documentary methods to verify a customer’s identity. However, documentary evidence of a customer’s identity shall be obtained in an effort to complement the non-documentary customer identification verification process whenever necessary.

Customer Information – The following information is required prior to opening an account:

a. Name;

b. Date of birth, for an individual;

c. Address, which shall be:

1) For an individual, a residential or business street address;

2) For an individual who does not have a residential or business street address, an Army Post Office (APO) or Fleet Post Office (FPO) box number, or the residential or business street address of next of kin or of another contact individual; or

 

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3) For a person other than an individual (such as a corporation, partnership, or trust), a principal place of business, local office or other physical location; and

d. Identification Number, which shall be:

1) For a U.S. person, a taxpayer identification number; or

2) For a non-U.S. person, one or more of the following: a taxpayer identification number, passport number and country of issuance; alien identification card number; or number and country of issuance of any other government issued document evidencing nationality or residence and bearing a photograph or similar safeguard.

Customer Verification. As discussed above, the Trust also uses non-documentary methods to verify a customer’s identity, although an initial, documentary (good order) review of the Account Application and purchase instrument will also be conducted for consistency, completeness, signs of alteration or other abnormalities or deficiencies. The Trust will complete its procedures to attempt to verify the customer’s identity within five business days of opening an account. The Trust will identify customers primarily by independently verifying the customer’s identity through the comparison of information provided by the customer with information obtained from a consumer reporting agency, public database or other source.

If a customer’s identity cannot be reasonably ensured through the above verification procedures, the Trust will not open the account and the original purchase instrument will normally be returned to the customer. In the event an account was opened for a customer during the verification process, it will be closed and the proceeds will normally be returned to the customer. However, if there is evidence of fraud or other wrong doing, the customer’s account will be frozen and no proceeds or purchase instruments will be returned until the matter is resolved.

Redeeming Your Shares. You may redeem your shares in any Portfolio on any regular business day. Shares will be redeemed at the NAV next computed after receipt of your redemption order by the Trust. The Trust expects that redemption proceeds will typically be paid on the business day following the receipt of your redemption request; however, payment of redemption proceeds may take up to seven days. Redemption requests may only be postponed or suspended for longer than seven days as permitted under Section 22(e) of the Investment Company Act of 1940 (the “Investment Company Act”) if (i) the NYSE is closed for trading or trading is restricted; (ii) an emergency exists which makes the disposal of securities owned by the Portfolio or the fair determination of the value of the Portfolio’s net assets not reasonably practicable; or (iii) the SEC, by order or regulation, permits the suspension of the right of redemption. Redemption proceeds may be wired to an account that you have predesignated and which is on record with the Trust. Shares purchased by check will not be redeemed until that payment has cleared – normally, within 15 days of receipt of the check by the Trust. Redemption requests for all or any portion of your account with the Trust, must be in writing and must be signed by the shareholder(s) named on the account or an authorized representative. If you wish to redeem shares of any Portfolio valued at $25,000 or more, each signature must be guaranteed. Trust Portfolios typically hold cash or cash equivalents and/or futures to meet redemption requests, but may engage in short-term borrowing, redeem portfolio positions, if necessary, and/or redeem shares in-kind (as described below) to meet such requests when circumstances warrant.

Other Information about Purchases and Redemptions. Distributions are made on a per share basis regardless of how long you have owned your shares. Therefore, if you invest shortly before the distribution date, some of your investment will be returned to you in the form of a distribution. Capital gains, if any, are distributed at least annually.

The values of securities that are primarily listed on foreign exchanges may change on days when the NYSE is closed and the NAV of a Portfolio is not calculated. You will not be able to purchase or redeem your shares on days when the NYSE is closed.

The Trust may permit investors to purchase shares of a Portfolio “in kind” by exchanging securities for shares of the selected Portfolio. This is known as an “in kind” purchase. Shares acquired in an in-kind transaction will not be redeemed until the transfer of securities to the Trust has settled – usually within 15 days following the in-kind purchase. The Trust will not accept securities in exchange for shares of a Portfolio unless: (1) such securities are eligible to be included, or otherwise represented, in the Portfolio’s investment portfolio at the time of exchange and current market quotations are readily available for such securities; (2) the investor represents and agrees that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Portfolio under the Securities Act of 1933 or under the laws of the country in which the principal market for such securities exists, or otherwise; and (3) at the discretion of the Portfolio, the value of any such security (except U.S. Government securities) being exchanged, together with other securities of the same issuer owned by the Portfolio, will not

 

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exceed 5% of the net assets of the Portfolio immediately after the transaction. The Trust may also redeem shares in kind. This means that all or a portion of the redemption amount would be paid by distributing on a pro rata basis to the redeeming shareholder securities held in a Portfolio’s investment portfolio. Investors will incur brokerage charges on the sale of these portfolio securities. In-kind purchases and sales will be permitted solely at the discretion of the Trust.

The Trust does not impose investment minimums or sales charges of any kind. If your account falls below $5,000, the Trust may ask you to increase your balance. If it is still below $5,000 after 30 days, the Trust may close your account and send you the proceeds at the current NAV. Shareholders will receive notice before any account is closed for this reason. In addition, if you purchase shares of the Trust through a program of services offered by a financial intermediary, you may incur advisory fees or custody expenses in addition to those expenses described in this Prospectus. Investors should contact such intermediary for information concerning what, if any, additional fees may be charged.

Frequent purchases and redemptions of shares of a mutual fund (including activities of “market timers”) can result in the dilution in the value of Trust shares held by long-term shareholders, interference with the efficient management of a Portfolio’s investment portfolio, and increased brokerage and administrative costs. The Board of Trustees has considered the extent to which the Portfolios may be vulnerable to such risks. While the Board of Trustees will continue to monitor the situation and may elect to adopt specific procedures designed to discourage frequent purchases and redemptions, the Board of Trustees, has determined that it is not necessary to do so at this time. This conclusion is based on the fact that investments in the Trust may be made only by investment advisory clients of the Adviser or financial intermediaries such as investment advisers, acting in a fiduciary capacity with investment discretion, that have established relationships with the Adviser and the absence of abuses in this area at any time since the commencement of the Trust’s operations.

Shareholder Reports and Inquiries. Shareholders will receive semi-annual reports containing unaudited financial statements as well as annual reports containing financial statements which have been audited by the Trust’s independent registered public accounting firm. Each shareholder will be notified annually as to the Federal tax status of distributions made by the Portfolios in which such shareholder is invested. Shareholders may contact the Trust by calling the telephone number, or by writing to the Trust at the address shown, on the back cover of this Prospectus.

Dividends and Distributions. Any income a Portfolio receives is paid out, less expenses, in the form of dividends to its shareholders. The Core Fixed Income Portfolio, U.S. Government Fixed Income Portfolio, Inflation Protected Portfolio, U.S. Corporate Fixed Income Portfolio and U.S. Mortgage/Asset Backed Fixed Income Portfolio declare and distribute dividends from net investment income, if any, on a monthly basis. Income dividends, if any, on The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Fixed Income Opportunity Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio and The Catholic SRI Growth Portfolio are paid on a quarterly basis. Dividends on The Institutional International Equity Portfolio are paid semi-annually. Dividends on The Emerging Markets Portfolio are paid on an annual basis. Income dividends on each of the Income Portfolios are paid monthly. Capital gains for all Portfolios, if any, are distributed at least annually.

Federal Taxes. The following is a summary of certain U.S. tax considerations relevant under current law, which may be subject to change in the future. Except where otherwise indicated, the discussion relates to investors who are individual U.S. citizens or residents. You should consult your tax adviser for further information regarding federal, state, local and foreign tax consequences relevant to your specific situation.

Portfolio Distributions. Each Portfolio contemplates distributing as dividends each year all or substantially all of its taxable income, including its net capital gain (the excess of net long-term capital gain over net short-term capital loss). Except as discussed below, you will be subject to Federal income tax on Portfolio distributions regardless of whether they are paid in cash or reinvested in additional shares. Portfolio distributions attributable to short-term capital gains and net investment income will generally be taxable to you as ordinary income, which may be taxed for Federal income tax purposes at a rate as high as 37%, except as discussed below.

Distributions attributable to net capital gain of a Portfolio for which the Portfolio reports to shareholders a capital gain distribution for the taxable year in a written statement furnished to the shareholder must be broken down into 20% rate gain distributions, unrecaptured Section 1250 gain distributions, 28% rate gain distributions and Section 1202 gain distributions. A shareholder that receives capital gain distributions from a Portfolio will treat the capital gain distributions as follows: (i) 20%

 

144


Additional Information (continued)

 

 

rate gain distributions are treated as long-term capital gains which are taxed at a 20% rate, a 15% rate or zero rate depending upon the shareholder’s taxable income; (ii) unrecaptured Section 1250 gain distributions are treated as long-term capital gains that are taxed at a 25% rate; (iii)28% rate gain distributions are treated as long-term capital gains that are taxed at a 28% rate; and (iv) Section 1202 gain distributions are gains from the sale or exchange by a Portfolio of qualified small business stock held for more than 5 years and after a 50% exclusion, are taxed at a 28% rate.

Distributions of certain “qualifying dividends” will also generally be taxable to non-corporate shareholders at a maximum rate of twenty percent (20%) (15% if the individual’s income is below a certain level), as long as certain requirements are met. In general, distributions paid by a Portfolio to individual shareholders will be qualifying dividends only to the extent they are derived from qualifying dividends earned by such Portfolio. To the extent that The Real Estate Securities Portfolio invests a significant portion of its assets in REITs (which is anticipated to be the case), distributions attributable to operating income of those REITs will generally not constitute “qualifying dividends.” Accordingly, investors in The Real Estate Securities Portfolio should anticipate that a significant portion of the dividends to them each year will be taxable at the higher rates generally applicable to ordinary income. Because the income of the Income Portfolios primarily is derived from investments earning interest rather than dividend income, generally none of an Income Portfolio’s income dividends will constitute “qualifying dividends”.

The use of derivatives by a Portfolio may cause the Portfolio to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gain.

The Real Estate Securities Portfolio may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a US REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Portfolio realizes excess inclusion income in excess of certain threshold amounts.

Under 2017 legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”), “qualified REIT dividends” (i.e., ordinary REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) are treated as eligible for a 20% deduction by noncorporate taxpayers. The TCJA does not contain a provision permitting a RIC, such as a Portfolio, to pass the special character of this income through to its shareholders. It is uncertain whether a future technical corrections bill or regulations issued by the IRS will address this issue to enable a Portfolio to pass through the special character of “qualified REIT dividends” to its shareholders.

Distributions from each Portfolio will generally be taxable to you in the taxable year in which they are paid, with one exception. Distributions declared by a Portfolio in October, November or December and paid in January of the following year are taxed as though they were paid on December 31.

You will be notified annually of the tax status of distributions to you.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts. Net investment income does not include exempt-interest dividends.

You should note that if you purchase shares just before a distribution, the purchase price will reflect the amount of the upcoming distribution, but you will be taxed on the entire amount of the distribution received, even though, as an economic matter, the distribution simply constitutes a return of capital. This adverse tax result is known as “buying into a dividend.”

Sales or Exchanges. You will generally recognize taxable gain or loss for Federal income tax purposes on a sale, exchange or redemption of your shares in a Portfolio, including an exchange for shares of another Portfolio, based on the difference between your tax basis in the shares and the amount you receive for them. A Portfolio is required to report to you and the IRS annually the tax basis of shares you purchased or acquired on or after January 1, 2012, which will be calculated using the Portfolio’s default method. However, to aid in computing your tax basis, you generally should retain your account statements for the periods during which you held shares. Generally, you will recognize long-term capital gain or loss if you have held your Portfolio shares for over twelve months at the time you dispose of them.

 

145


Additional Information (continued)

 

 

Any loss realized on shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends that were received on the shares. Additionally, any loss realized on a sale or redemption of shares of a Portfolio may be disallowed under “wash sale” rules to the extent the shares disposed of are replaced with other shares of the same Portfolio within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of, such as pursuant to a dividend reinvestment in shares of a Portfolio. If disallowed, the loss will be reflected in an adjustment to the basis of the shares acquired.

IRAs and Other Tax-Qualified Plans. One major exception to the foregoing tax principles is that distributions on, and sales, exchanges and redemptions of, shares held in an IRA (or other tax-qualified plan) will not be currently taxable. However, future distributions from IRAs and other tax-qualified plans (other than Roth IRAs, Roth 401(k) plans and other after-tax accounts) are usually taxed as ordinary income.

Other Tax-Exempt Investors. Tax-exempt investors will generally be exempt from federal income tax on dividends received and gains realized with respect to shares of a Portfolio. Tax-exempt investors may, however, be subject to the unrelated business income tax to the extent their investments in a Portfolio are debt-financed. Moreover, certain categories of tax-exempt investors, such as private foundations, may be subject to federal excise tax on their investment income, which would include income and gain from an investment in shares of a Portfolio.

Foreign Taxes Incurred by The Institutional International Equity, The Emerging Markets, The Commodity Returns Strategy, The ESG Growth and The Catholic SRI Growth Portfolios. It is expected that The Institutional International Equity, The Emerging Markets, The Commodity Returns Strategy, The ESG Growth and The Catholic SRI Growth Portfolios will be subject to foreign withholding taxes with respect to dividends or interest received from sources in foreign countries. Each of these Portfolios, except The Commodity Returns Strategy Portfolio, is expected to have more than 50% of its assets at the close of each year invested in stocks or securities of foreign corporations and, therefore, may elect to pass-through to its shareholders their pro rata share of foreign taxes that the Portfolios pay. The Commodity Returns Strategy Portfolio may elect to pass-through to its shareholders their pro rata share of foreign taxes that the Portfolio pays if more than 50% of the value of the assets at the close of the year consists of stock or securities of foreign corporations. If a Portfolio makes such an election and obtains a refund of foreign taxes paid by the Portfolio in a prior year, the Portfolio may be eligible to reduce the amount of foreign taxes reported by the Portfolio to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received. Additionally, if this election is made, shareholders will be: (i) required to include in their gross income (in addition to actual dividends received) their pro rata share of any foreign taxes paid by the Portfolio, and (ii) entitled to either deduct (as an itemized deduction in the case of individuals) their share of such foreign taxes in computing their taxable income or to claim a credit for such taxes against their U.S. income tax, subject to certain limitations under the Code.

Backup Withholding. A Portfolio may be required in certain cases to withhold and remit to the IRS a percentage of taxable dividends or gross proceeds realized upon the sale of shares that are payable to shareholders who: (i) have failed to provide a correct tax identification number in the manner required, (ii) are subject to withholding by the IRS for failure to properly include on their return payments of taxable interest or dividends, (iii) have failed to certify to the Portfolio that they are not subject to backup withholding when required to do so, or (iv) have failed to certify that they are “exempt recipients.” The current withholding rate, as of the date of this prospectus, is 24%.

U.S. Tax Treatment of Foreign Shareholders. Nonresident aliens, foreign corporations and other foreign investors in a Portfolio will generally be exempt from U.S. federal income tax on Portfolio distributions attributable to net capital gains. The exemption may not apply, however, if the investment in a Portfolio is connected to a trade or business of the foreign investor in the United States or if the foreign investor is present in the United States for 183 days or more in a year and certain other conditions are met.

Portfolio distributions attributable to other categories of Portfolio income, such as dividends from portfolio companies, will generally be subject to a 30% withholding tax when paid to foreign shareholders. There are exemptions from the withholding tax for certain capital gain dividends paid by a Portfolio from net long-term capital gains, exempt interest dividends, interest-related dividends and short-term capital gain dividends, if such amounts are reported by the Portfolio. The withholding tax may, however, be reduced (and, in some cases, eliminated) under an applicable tax treaty between the United States and a shareholder’s country of residence or incorporation, provided that the shareholder furnishes a Portfolio with a properly completed IRS Form W-8, as applicable, to establish entitlement to these treaty benefits. If a shareholder fails to properly certify that they are not a U.S. person, Portfolio distributions will be subject to backup withholding at a rate of 24%.

 

146


Additional Information (continued)

 

 

Foreign shareholders will generally not be subject to U.S. tax on gains realized on the sale, exchange or redemption of shares in a Portfolio. All foreign investors should consult their own tax advisors regarding the tax consequences in their country of residence of an investment in a Portfolio.

State and Local Taxes. You may also be subject to state and local taxes on distributions and redemptions, including distributions from The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond Portfolio. State income taxes may not apply, however, to the portions of each Portfolio’s distributions, if any, that are attributable to interest on U.S. government securities or interest on securities of the particular state or localities within the state. You should consult your tax adviser regarding the tax status of distributions in your state and locality.

Other Reporting and Withholding Requirements. Under the Foreign Account Tax Compliance Act (“FATCA”), a Portfolio will be required to withhold a 30% tax on the following payments or distributions made by the Portfolio to certain foreign entities, referred to as foreign financial institutions or nonfinancial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Portfolio shares. A Portfolio may disclose the information that it receives from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Portfolio fails to provide the Portfolio with appropriate certifications or other documentation concerning its status under FATCA.

Special Tax Considerations Related to The Commodity Returns Strategy Portfolio. In order to qualify for the special tax treatment accorded regulated investment companies and their shareholders, The Commodity Returns Strategy Portfolio must, among other things, derive at least 90% of its income from certain specified sources (such income, “qualified income”). The tax treatment of commodity-linked notes and certain other derivative instruments under tests to qualify as a regulated investment company is not certain. The Trust received a private letter ruling from the IRS confirming that the income and gain arising from certain types of commodity-linked notes in which the Portfolio has the ability to invest in constitutes qualifying income under the Code. In September 2016, the IRS announced that it would no longer issue private letter rulings on questions relating to the treatment of a corporation as a regulated investment company that require a determination of whether a financial instrument or position is a security under section 2(a)(36) of the 1940 Act. (A financial instrument or position that constitutes a security under section 2(a)(36) of the 1940 Act generates qualifying income for a corporation taxed as a regulated investment company.) This caused the IRS to revoke any rulings, like the Portfolio’s ruling, that required such a determination. The portion of the Portfolio’s ruling relating to its investment in commodity-linked notes was revoked by the IRS retroactively to the date of its issuance because the Portfolio did not invest in any commodity-linked notes in reliance on the ruling at the Portfolio level. In addition, the Subsidiaries will invest in commodity-linked swaps and certain other commodity-linked derivatives. The Trust received a private letter ruling from the IRS confirming that income derived from the Portfolio’s investment in the Subsidiaries will constitute qualifying income to the Portfolio. In September 2016, the IRS issued proposed regulations that would require such Subsidiaries to distribute their “Subpart F” income (defined in Section 951 of the Code to include passive income such as income from commodity-linked derivatives) each year in order for a regulated investment company to treat that income as satisfying the Income Requirement. Accordingly, the extent to which the Portfolio invests in commodities or commodity-linked derivatives may be limited by the qualification tests for a regulated investment company, which the Portfolio must continue to satisfy.

In addition, another requirement for qualifying for the special tax treatment accorded regulated investment companies and their shareholders is that the Portfolio must satisfy several diversification requirements, including the requirement that not more than 25% of the value of the Portfolio’s total assets may be invested in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers which the Portfolio controls and which are engaged in the same, similar, or related trades or businesses. Therefore, the Portfolio may not invest any more than 25% of the value of its assets in the Subsidiaries. Absent this diversification requirement, the Portfolio would be permitted to invest more than 25% of the value of its assets in the Subsidiaries.

 

147


Financial Highlights

 

 

More information about taxes is in the Statement of Additional Information.

The financial highlights tables are intended to help you understand the financial performance of each of the Trust’s Portfolios for the past five years or since inception of the Portfolio, if less than five years. Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that you would have earned or lost on an investment in the Portfolio (assuming reinvestment of all dividends and distributions). This financial information has been audited by [ ], whose report, along with the Trust’s financial statements, is incorporated by reference into the Statement of Additional Information, which is available upon request.

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Tax
Return of
Capital
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers
    Ratio of Net
Investment
Income/(Loss) to
Average Net
Assets
    Portfolio
Turnover Rate(a)
 

The Institutional Value Equity Portfolio
HC Strategic Shares

 

             

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 12.99     $ 0.26     $ 0.83     $ 1.09     $ (0.27   $ (0.86   $ —       $ (1.13   $ 12.95       8.35   $ 928,683       0.26     0.25     2.04     68.39

Year Ended June 30, 2017

    11.99       0.27       1.69       1.96       (0.26     (0.70     —         (0.96     12.99       16.66     797,147       0.29     0.28     2.08     55.25

Year Ended June 30, 2016

    13.49       0.27       (0.05     0.22       (0.27     (1.45     —         (1.72     11.99       2.44     912,029       0.26     0.25     2.24     67.08

Year Ended June 30, 2015

    14.79       0.27       0.44       0.71       (0.28     (1.73     —         (2.01     13.49       5.05     915,067       0.28     0.27     1.95     119.98

The Institutional Growth Equity Portfolio
HC Strategic Shares

 

                   

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 16.10     $ 0.18     $ 2.82     $ 3.00     $ (0.18   $ (0.67   $ —       $ (0.85   $ 18.25       18.97   $ 1,187,715       0.28     0.28     1.04     43.36

Year Ended June 30, 2017

    14.80       0.17       2.48       2.65       (0.17     (1.18     —         (1.35     16.10       19.03     1,034,294       0.29     0.29     1.06     21.93

Year Ended June 30, 2016

    17.14       0.16       0.85       1.01       (0.16     (3.19     —         (3.35     14.80       6.36     1,282,473       0.27     0.27     1.05     37.43

Year Ended June 30, 2015

    16.59       0.16       1.63       1.79       (0.15     (1.09     —         (1.24     17.14       11.14     1,317,132       0.29     0.28     0.93     96.81

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio
HC Strategic Shares

 

               

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 17.08     $ 0.08     $ 2.88     $ 2.96     $ (0.08   $ (1.57   $ —       $ (1.65   $ 18.39       18.11   $ 159,774       0.70     0.70     0.49     95.15

Year Ended June 30, 2017

    14.57       0.02       2.81       2.83       (0.03     (0.29     —         (0.32     17.08       19.50     143,995       0.75     0.75     0.14     47.63

Year Ended June 30, 2016

    16.61       0.03       (1.15     (1.12     (c)      (0.90     (0.02     (0.92     14.57       (6.69 )%      192,253       0.72     0.69     0.17     52.38

Year Ended June 30, 2015

    17.19       0.01       1.14       1.15       (0.01     (1.72     —         (1.73     16.61       7.43     200,423       0.81     0.80     0.03     83.94

 

(a)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(b)

Per share amounts are based on average shares outstanding.

(c)

Amount rounds to less than $0.005 per share.

 

148


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return(a)
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of Net
Investment
Income/(Loss) to
Average Net
Assets(b)
    Portfolio
Turnover Rate(a)(c)
 

The Real Estate Securities Portfolio
HC Strategic Shares

 

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 3.03     $ 0.05     $ 0.05     $ 0.10     $ (0.05   $ (0.09   $ (0.14   $ 2.99       3.20   $ 131,601       0.74     0.74     1.76     49.59

Year Ended June 30, 2017

    3.39       0.04       (0.05     (0.01     (0.04     (0.31     (0.35     3.03       0.44     123,794       0.77     0.77     1.19     58.32

Year Ended June 30, 2016

    3.24       0.05       0.52       0.57       (0.04     (0.38     (0.42     3.39       18.81     151,512       0.77     0.77     1.44     51.03

Year Ended June 30, 2015

    3.20       0.04       0.21       0.25       (0.05     (0.16     (0.21     3.24       7.44     132,758       0.79     0.79     1.22     60.49

The Commodity Returns Strategy Portfolio
HC Strategic Shares(f)

 

             

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 8.48     $ 0.23     $ 1.34     $ 1.57     $ (0.29   $ —       $ (0.29   $ 9.76       18.61   $ 861,431       0.40     0.35     2.46     28.82

Year Ended June 30, 2017

    7.87       0.18       0.60       0.78       (0.17     —         (0.17     8.48       9.87     764,818       0.42     0.42     1.99     56.34

Year Ended June 30, 2016

    8.80       0.14       (0.94     (0.80     (0.13     —         (0.13     7.87       (9.01 )%      1,111,071       0.44     0.44     1.89     130.01

Year Ended June 30, 2015

    11.64       0.13       (2.79     (2.66     (0.14     (0.04     (0.18     8.80       (22.91 )%      1,193,003       0.63     0.63     1.40     63.29

The ESG Growth Portfolio
HC Strategic Shares

 

             

Year Ended June 30, 2019

                           

Year Ended June 30, 2018

  $ 10.65     $ 0.30     $ 0.78     $ 1.08     $ (0.31   $ —       $ (0.31   $ 11.42       10.16   $ 166,523       0.29     0.29     2.69     15.54

Year Ended June 30, 2017

    9.34       0.27       1.32       1.59       (0.28     —         (0.28     10.65       17.19     148,643       0.35     0.34     2.70     25.45

Period Ended June 30, 2016(g)

    10.00       0.24       (0.65     (0.41     (0.23     (0.02     (0.25     9.34       (4.16 )%      121,325       0.42     0.42     2.76     35.90

The Catholic SRI Growth Portfolio
HC Strategic Shares

 

             

Year Ended June 30, 2018

  $ 12.02     $ 0.34     $ 1.00     $ 1.34     $ (0.34   $ (0.31   $ (0.65   $ 12.71       11.23   $ 29,413       0.37     0.31     2.65     17.01

Year Ended June 30, 2017

    10.75       0.31       1.58       1.89       (0.35     (0.27     (0.62     12.02       18.02     27,992       0.57     0.31     2.85     27.41

Period Ended June 30, 2016(h)

    10.00       0.19       0.74       0.93       (0.18     —         (0.18     10.75       8.81     20,324       0.84     0.31     3.88     25.63

 

(a)

Not annualized for periods less than one year.

(b)

Annualized for periods less than one year.

(c)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(d)

For the period September 12, 2013 (commencement of operations) through June 30, 2014.

(e)

Amount rounds to less than $0.005 per share.

(f)

Statement has been consolidated.

(g)

For the period July 14, 2015 (commencement of operations) through June 30, 2016.

(h)

For the period January 12, 2016 (commencement of operations) through June 30, 2016.

 

149


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Tax
Return of
Capital
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers
    Ratio of Net
Investment
Income/(Loss) to
Average Net
Assets
    Portfolio
Turnover Rate(a)
 

The Institutional International Equity Portfolio
HC Strategic Shares

 

                   

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.38     $ 0.35     $ 0.26     $ 0.61     $ (0.40   $ (0.02   $ —       $ (0.42   $ 10.57       5.77   $ 2,332,353       0.40     0.40     3.11     40.38

Year Ended June 30, 2017

    8.87       0.28       1.52       1.80       (0.29     —         —         (0.29     10.38       20.38     2,452,608       0.40     0.40     2.83     52.79

Year Ended June 30, 2016

    10.58       0.28       (1.28     (1.00     (0.27     (0.44     —         (0.71     8.87       (9.54 )%      2,586,742       0.36     0.36     3.00     43.96

Year Ended June 30, 2015

    12.58       0.29       (0.89     (0.60     (0.32     (1.08     —         (1.40     10.58       (4.38 )%      2,869,985       0.36     0.36     2.69     52.55

The Emerging Markets Portfolio
HC Strategic Shares

 

                   

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 17.92     $ 0.40 (b)    $ (0.13   $ 0.27     $ (0.41   $ —       $ —       $ (0.41   $ 17.78       1.34   $ 1,631,863       0.67     0.67     2.09     54.90

Year Ended June 30, 2017

    15.15       0.35       2.84       3.19       (0.42     —         —         (0.42     17.92       21.51     1,775,379       0.59     0.59     2.04     60.79

Year Ended June 30, 2016

    17.58       0.37       (2.44     (2.07     (0.36     —         —         (0.36     15.15       (11.66 )%      1,833,571       0.57     0.57     2.82     40.02

Year Ended June 30, 2015

    20.01       0.40       (2.11     (1.71     (0.41     (0.31     —         (0.72     17.58       (8.48 )%      1,893,047       0.59     0.59     2.32     85.72

The Core Fixed Income Portfolio
HC Strategic Shares

 

                   

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 9.80     $ 0.22     $ (0.30   $ (0.08   $ (0.23   $ —       $ —       $ (0.23   $ 9.49       (0.85 )%    $ 65,387       0.33     0.33     2.26     43.79 %(c) 

Year Ended June 30, 2017

    10.01       0.19       (0.18     0.01       (0.22     —         —         (0.22     9.80       0.07     85,653       0.33     0.33     1.97     45.74 %(c) 

Year Ended June 30, 2016

    9.78       0.21       0.35       0.56       (0.24     (0.09     —         (0.33     10.01       5.87     86,767       0.27     0.27     2.11     58.47 %(c) 

Year Ended June 30, 2015

    9.89       0.19       (0.07     0.12       (0.22     (0.01     —         (0.23     9.78       1.16     96,952       0.27     0.27     1.90     89.60 %(c) 

The Fixed Income Opportunity Portfolio
HC Strategic Shares

 

                   

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 6.95     $ 0.38     $ (0.10   $ 0.28     $ (0.38   $ —       $ —       $ (0.38   $ 6.85       4.06   $ 673,271       0.44     0.44     5.46     37.57

Year Ended June 30, 2017

    6.62       0.39       0.33       0.72       (0.39     —         —         (0.39     6.95       11.07     673,681       0.43     0.43     5.53     41.48

Year Ended June 30, 2016

    7.08       0.37       (0.43     (0.06     (0.38     (0.02     —         (0.40     6.62       (0.61 )%      784,435       0.39     0.39     5.57     66.76 %(c) 

Year Ended June 30, 2015

    7.65       0.38       (0.39     (0.01     (0.39     (0.17     —         (0.56     7.08       0.06     810,466       0.32     0.32     5.27     55.80

 

(a)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(b)

Calculated based on average shares outstanding.

(c)

Portfolio turnover does not include TBA security transactions.

 

150


Financial Highlights (continued)

 

 

          Change in Net Assets
Resulting From Operations:
    Distributions to Shareholders:                       Ratios/Supplementary Data:  
    Net Asset
Value,
Beginning
of Period
    Net
Investment
Income/(Loss)
    Net
Realized/
Unrealized
Gains/
(Losses) on
Investments
    Total from
Operations
    Net
Investment
Income
    Net
Realized
Gains from
Investments
    Tax
Return of
Capital
    Total
Distributions to
Shareholders
    Net Asset
Value, End
of Period
    Total
Return(a)
    Net Assets at
End of Period
(in thousands)
    Ratio of
Expenses to
Average Net
Assets, Prior to
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of
Expenses to
Average Net
Assets, Net of
Expenses Paid
Indirectly and
Waivers(b)
    Ratio of Net
Investment
Income/(Loss) to
Average Net
Assets(b)
    Portfolio
Turnover Rate(a)(c)
 

The U.S. Government Fixed Income Securities Portfolio
HC Strategic Shares

 

           

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 9.84     $ 0.17     $ (0.25   $ (0.08   $ (0.17   $ —       $ —       $ (0.17   $ 9.59       (0.79 )%    $ 233,377       0.19     0.19     1.81     32.58

Year Ended June 30, 2017

    10.30       0.15       (0.36     (0.21     (0.15     (0.10     —         (0.25     9.84       (2.03 )%      215,595       0.19     0.19     1.47     46.76

Year Ended June 30, 2016

    10.02       0.14       0.38       0.52       (0.14     (0.10     —         (0.24     10.30       5.26     241,795       0.17     0.17     1.38     50.10

Year Ended June 30, 2015

    9.94       0.12       0.08       0.20       (0.12     —         —         (0.12     10.02       2.03     262,998       0.17     0.17     1.21     99.54

The Inflation Protected Securities Portfolio
HC Strategic Shares

 

               

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.03     $ 0.26     $ (0.08   $ 0.18     $ (0.23   $ —       $ —       $ (0.23   $ 9.98       1.83   $ 401,456       0.16     0.16     2.66     20.77

Year Ended June 30, 2017

    10.40       0.27       (0.35     (0.08     (0.29     —         —         (0.29     10.03       (0.81 )%      361,996       0.15     0.15     2.31     21.69

Year Ended June 30, 2016

    10.02       0.11       0.29       0.40       (0.02     —         —         (0.02     10.40       3.99     493,152       0.15     0.15     1.11     20.88

Year Ended June 30, 2015

    10.25       (0.03     (0.14     (0.17     (0.03     (0.01     (0.02     (0.06     10.02       (1.72 )%      510,176       0.18     0.18     (0.25 )%      27.12

The U.S. Corporate Fixed Income Securities Portfolio
HC Strategic Shares

 

               

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 10.03     $ 0.29     $ (0.41   $ (0.12   $ (0.29   $ (0.03   $ —       $ (0.32   $ 9.59       (1.21 )%    $ 286,956       0.20     0.20     3.00     44.69

Year Ended June 30, 2017

    10.16       0.26       (0.10     0.16       (0.26     (0.03     —         (0.29     10.03       1.62     254,908       0.19     0.19     2.59     40.47

Year Ended June 30, 2016

    9.88       0.27       0.48       0.75       (0.27     (0.20     —         (0.47     10.16       7.92     289,331       0.19     0.19     2.84     64.20

Year Ended June 30, 2015

    10.24       0.27       (0.27     —         (0.27     (0.09     —         (0.36     9.88       (0.01 )%      223,329       0.28     0.28     2.60     158.19

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio
HC Strategic Shares

 

               

Year Ended June 30, 2019

                             

Year Ended June 30, 2018

  $ 9.59     $ 0.21     $ (0.23   $ (0.02   $ (0.25   $ —       $ —       $ (0.25   $ 9.32       (0.20 )%    $ 205,138       0.23     0.23     2.24     17.13 %(e) 

Year Ended June 30, 2017

    9.88       0.18       (0.22     (0.04     (0.25     —         —         (0.25     9.59       (0.38 )%      183,834       0.22     0.22     1.86     17.58 %(e) 

Year Ended June 30, 2016

    9.81       0.21       0.14       0.35       (0.28     —         —         (0.28     9.88       3.67     208,969       0.19     0.19     2.12     15.24 %(e) 

Year Ended June 30, 2015

    9.87       0.19       —         0.19       (0.25     —         —         (0.25     9.81       1.97     252,028       0.17     0.17     1.91     29.92 %(e) 

 

(a)

Not annualized for periods less than one year.

(b)

Annualized for periods less than one year.

(c)

Portfolio turnover is calculated on the basis of the Portfolio, as a whole, without distinguishing between the classes of shares issued.

(d)

For the period April 3, 2014 (commencement of operations) through June 30, 2014.

(e)

Portfolio turnover does not include TBA security transactions.

 

151


Specialist Manager Guide

 

 

 

This Specialist Manager Guide sets forth certain information about the Specialist Managers and the individual portfolio managers. Additional information about the Portfolio Managers’ compensation, other accounts managed, and ownership of securities in the respective Portfolios is available in the SAI.

Agincourt Capital Management, LLC (“Agincourt”) serves as the Specialist Manager of The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio. Agincourt is a 100% employee-owned SEC registered investment founded in 1999 by eight investment partners, all formerly investment professionals with Sovran Capital Management. Agincourt is headquartered at 200 South 10th Street, suite 800, Richmond, VA 23219. As of June 30, 2019, Agincourt managed assets of $7.2 billion, in fixed income portfolios for a wide range of institutional clients.

For its services to The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio, Agincourt receives a fee at an annual rate of 0.08% of the average daily net assets of that portion of each Portfolio that is managed by Agincourt. During the fiscal year ended June 30, 2019, Agincourt received fees of 0.08% of the average daily net assets of each of The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio. For its services to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, Agincourt receives a fee at an annual rate of 0.12% of the average daily net assets of that portion of each Portfolio that is managed by Agincourt. During the fiscal year ended June 30, 2019, Agincourt received fees of [0.00]% of the average daily net assets of each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio.

Day-to-day investment decisions for The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio are the responsibility of L. Duncan Buoyer, Managing Director and Portfolio Manager of Agincourt and B. Scott Marshall, Director and Portfolio Manager, each a member of the Agincourt Investment team. Mr. Buoyer has been Portfolio Manager with Agincourt since 1999, and is a co-owner of the firm. He joined Sovran Capital Management in 1991 and was previously a portfolio manager for C&S Investment Advisors in Atlanta, GA. Mr. Buoyer, a Chartered Financial Analyst, received a BA in Chemistry from the University of North Carolina-Chapel Hill, and an MBA from Emory University. Mr. Marshall has been Portfolio Manager with Agincourt since 1999, and is a co-owner of the firm. He joined Sovran Capital Management in 1997 and was previously an equity trader and operations specialist with Trusco Capital Management in Atlanta, GA. Mr. Marshall, a Chartered Financial Analyst, received a BBA from the University of Tennessee-Chattanooga.

 

152


Specialist Manager Guide (continued)

 

 

 

Artisan Partners Limited Partnership (“Artisan Partners”) serves as a Specialist Manager for The International Equity and The Institutional International Equity Portfolios. Artisan Partners, the principal office of which is located at 875 E. Wisconsin Avenue, Suite 800, Milwaukee, WI 53202, has provided investment management services for international equity assets since 1995. As of June 30, 2019, Artisan Partners managed total assets in excess of $113.8 billion, of which approximately $55.3 billion consisted of mutual fund assets. Artisan Partners is a limited partnership organized under the laws of Delaware. Artisan Partners is managed by its general partner, Artisan Investments GP LLC, a Delaware limited liability company wholly-owned by Artisan Partners Holdings LP (“Artisan Partners Holdings”). Artisan Partners Holdings is a limited partnership organized under the laws of Delaware whose sole general partner is Artisan Partners Asset Management Inc. (“APAM”), a publicly traded Delaware corporation. Artisan Partners was founded in March 2009 and succeeded to the investment management business of Artisan Partners Holdings during 2009. Artisan Partners Holdings was founded in December 1994 and began providing investment management services in March 1995.

Mr. Mark L. Yockey, a managing director of Artisan Partners, is jointly responsible for making day-to-day investment decisions for those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Yockey joined Artisan Partners in 1995 as a portfolio manager. Mr. Yockey holds BA and MBA degrees from Michigan State University and is a Chartered Financial Analyst.

Mr. Andrew J. Euretig, a managing director of Artisan Partners, is jointly responsible for overall management of those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Euretig joined Artisan Partners in 2005 as an analyst and has been an Associate Portfolio Manager since 2012. Mr. Euretig holds both a BS and MBA from the Haas School of Business at the University of California, Berkley.

Mr. Charles Hamker, a managing director of Artisan Partners, is jointly responsible for overall management of those portions of The International Equity and The Institutional International Equity Portfolios allocated to Artisan Partners. Mr. Hamker joined Artisan Partners in 2000 as an analyst and has been an Associate Portfolio Manager since 2012. Mr. Hamker holds a BA with a specialization in Finance and Economics from The European Business School in Paris.

For its services to The Institutional International Equity Portfolios, Artisan Partners receives a fee, payable monthly, at an annual rate of 0.47% of the average daily net assets allocated to Artisan Partners so long as the Combined Assets (as defined below) are greater than $500 million. If the Combined Assets are reduced to $500 million or less due to withdrawals or redemptions, beginning with the first calendar quarter following the date on which such withdrawal or redemption reduced such Combined Assets to $500 million or less, the fee shall be calculated based on average daily net assets of the Portfolio allocated to Artisan Partners at the following annual rates: 0.80% on assets up to $50 million; and 0.60% on assets in excess of $50 million. For purposes of computing Artisan Partners’ fee, the term “Combined Assets” shall mean the sum of: (a) the net assets of The International Equity Portfolio of the HC Capital Trust managed by Artisan Partners; and (b) the net assets of The Institutional International Equity Portfolio of the HC Capital Trust managed by Artisan Partners. For its services to The Institutional International Equity Portfolio, during the fiscal year ended June 30, 2018, Artisan Partners received fees of 0.63% of the average daily net assets of The Institutional International Equity Portfolio allocated to Artisan Partners.

 

153


Specialist Manager Guide (continued)

 

 

 

Cadence Capital Management LLC (“Cadence”) serves as Specialist Manager for The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio. Cadence is a wholly owned subsidiary of Pacific Global Asset Management and is an investment adviser registered with the Securities and Exchange Commission pursuant to the Investment Advisers Act. Its headquarters are located at 265 Franklin Street, Boston, MA 02110. As of June 30, 2018, Cadence had approximately $2.8 billion in assets under management.

For its services to The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.065% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%. During the fiscal year ended June 30, 2019, Cadence received a fee of [0.065]% of the average daily net assets of that portion of The Institutional Value Equity Portfolio allocated to Cadence. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Institutional Growth Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio.

For its services to The Institutional International Equity Portfolio, Cadence receives a fee from the Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies. During the fiscal year ended June 30, 2019, Cadence received a fee of [0.10]% of the average daily net assets of that portion of The Institutional International Equity Portfolio allocated to Cadence’s developed markets strategies. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets to emerging markets strategies of The Institutional International Equity Portfolio.

For its services to The Emerging Markets Portfolio, Cadence receives a fee from the Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.13% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%. During the fiscal year ended June 30, 2019, Cadence was [not] allocated assets of The Emerging Markets Portfolio allocated to Cadence.

Mr. J. Paul Dokas and Mr. Robert E. Ginsberg are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Cadence. Mr. Dokas is a Senior Portfolio Manager, Managing Director and joined Cadence in 2013. Previously, Mr. Dokas served as Director – Investments at Hirtle Callaghan from November 2007 to May 2013. He holds a Bachelors of Business Administration from Loyola College, an MBA from the University of Maryland and added Chartered Financial Analyst (CFA) designation in 1987. Mr. Ginsberg is a Senior Portfolio Manager, Managing Director and joined Cadence in 2011. Previously, Mr. Ginsberg served as a Senior Analyst at Invesco from September 2008 to July 2011. Mr. Ginsberg was also a Managing Director and Portfolio Manager at Putnam Investments from August 2004 to January 2008. He holds a BS in Economics and an MBA, both from The Wharton School. He earned his CFA designation in 2000.

Causeway Capital Management LLC (“Causeway”) serves as a Specialist Manager for The Institutional International Equity Portfolio. Causeway’s headquarters are located at 11111 Santa Monica Boulevard, 15th Floor, Los Angeles, CA 90025. As of June 30, 2019, Causeway, which is registered as an investment adviser with the SEC, had total assets under management of approximately $51.7 billion, of which $20.2 billion consisted of mutual fund assets.

 

154


Specialist Manager Guide (continued)

 

 

 

For its services to The Institutional International Equity Portfolio, Causeway receives a fee, payable monthly, at an annual rate of 0.45% of the average daily net assets allocated to Causeway. During the fiscal year ended June 30, 2019, Causeway received a fee of [0.45]% of the average daily net assets of the portion of The Institutional International Equity Portfolio allocated to Causeway.

Day-to-day management of those assets of The Institutional International Equity Portfolio allocated to Causeway is the responsibility of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng, Conor Muldoon, Alessandro Valentini Ellen Lee and Steven Nguyen. Ms. Ketterer, Mr. Hartford, Mr. Doyle and Mr. Eng have been investment professionals with Causeway since 2001 and Mr. Muldoon has been an investment professional with Causeway since 2003. Mr. Valentini has served as an investment professional with Causeway since July 2006. Ms. Lee has served as an investment professional with Causeway since August 2007. Mr. Nguyen has served as an investment professional with Causeway since 2012. Ms. Ketterer and Mr. Hartford were co-founders of Causeway in 2001, and serve as the firm’s chief executive officer and president, respectively. Ms. Ketterer and Mr. Hartford previously served as co-heads of the International and Global Value Equity Team of the Hotchkis and Wiley division of Merrill Lynch Investment Managers, L.P. (“Hotchkis and Wiley”). Messrs. Doyle and Eng, directors of Causeway, were also associated with the Hotchkis and Wiley International and Global Value Equity Team prior to joining Causeway in 2001. Mr. Muldoon, a director of Causeway, previously served as an investment consultant for Fidelity Investments as a liaison between institutional clients and investment managers within Fidelity. Mr. Valentini, a director of Causeway, previously served as a summer research analyst at Thornburg Investment Management and as a financial analyst at Goldman Sachs in the European Equities Research-Sales division. Ms. Lee, a director of Causeway, previously served as an intern at Tiger Asia, as an associate in the Mergers and Acquisitions division of Credit Suisse First Boston in Seoul, and as an analyst in the Mergers and Acquisitions division of Credit Suisse First Boston in Hong Kong. Mr. Nguyen, a director of Causeway, previously served as a senior credit analyst at Bradford & Marzec and as a credit analyst/portfolio manager in the corporate bond department of Allegiance Capital

City of London Investment Management Company Limited (“CLIM”) serves as a Specialist Manager for The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio. CLIM is authorized and regulated by the Financial Conduct Authority. The firm is also registered as an investment adviser with the SEC pursuant to the Investment Advisers Act and is headquartered in its London location at 77 Gracechurch Street, London, EC3V 0AS, United Kingdom (UK) and has its U.S. office in Coatesville, Pennsylvania. CLIM is a wholly owned subsidiary of City of London Investment Group PLC (CLIG) and comprises 100% of CLIG’s revenues. As of June 30, 2019, CLIM had total assets under management of approximately $5.4 billion, of which none represented assets of mutual funds managed in accordance with investment policies similar to those employed in managing the Institutional International Equity Portfolio, the Emerging Markets Portfolio and the Fixed Income Opportunity Portfolio. CLIM was formed in 1991 in London, England and was incorporated in 1993. CLIG is a publicly-held company with a listing on the London Stock Exchange.

For its services to the Portfolios, CLIM receives an annual fee calculated daily and payable quarterly (monthly in the case of the Fixed Income Opportunity Portfolio), based on an annual percentage of the average daily net assets of the Portfolio allocated to CLIM from time to time as follows:

 

The Institutional International Equity Portfolio

  

0.80% on the first $50 million in Combined Assets; and 0.40% thereafter*

The Emerging Markets Portfolio

  

1.00% on the first $100 million in Combined Assets; 0.80% on the next $100 million and 0.50% thereafter**

The Fixed Income Opportunity Portfolio

  

0.45%

 

*

For the Institutional International Equity Portfolio, “Combined Assets” shall mean the sum of: the average daily net assets managed by CLIM in each of the International Equity and Institutional International Equity Portfolios; and the net assets invested in the same strategy as these Portfolios that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser.

**

For The Emerging Markets Portfolio, “Combined Assets” shall mean the sum of: the average daily net assets managed by CLIM in The Emerging Markets Portfolio; and the net assets invested in the same strategy as the Portfolio that are managed by CLIM for the benefit of certain other investors who are clients of the Adviser.

During the fiscal year ended June 30, 2019, CLIM received a fee of [0.61]% of the average daily net assets of The Institutional International Equity Portfolio. During the fiscal year ended June 30, 2019, CLIM was [not ]allocated assets of The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio.

 

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Day-to-day portfolio management of those assets of the Institutional International Equity Portfolio allocated to CLIM will be the responsibility of a team led by Michael Edmonds. Day-to-day portfolio management of those assets of The Emerging Markets Portfolio allocated to CLIM will be the responsibility of a team led by Mark Dwyer. Day-to-day portfolio management of those assets of The Fixed Income Opportunity Portfolio allocated to CLIM will be the responsibility of a team led by James Millward. All assets managed by CLIM are managed in a team approach with input from portfolio managers, research analysts and other investment professionals across all five of the firm’s global offices. Team members conduct research, make investment recommendations and are an integral part of the investment process.

Mr. James Millward is a Portfolio Manager based in the London office. James joined CLIM in 2009 and is responsible for tactical and multi-asset products at CLIM. Prior to joining CLIM, James worked in a proprietary trading role for the Equity Derivatives group of Societe Generale S.A. in London, focusing on closed-end fund arbitrage and special situations strategies. James also held positions at Linklaters LLP and Commerzbank A.G. He holds a BSc (Hons) in Economics from the London School of Economics and Political Science.

Mr. Michael Edmonds is the Lead Portfolio Manager for the Global Developed CEF strategy based in the Philadelphia office. Michael rejoined CLIM in 2009. He had previously worked in the London office of both Olliff & Partners from 1992 to 1996 and CLIM from 1996 to 1998. Prior to rejoining CLIM, Michael spent over eight years at Morgan Stanley Investment Management with roles in marketing and product management and development. He holds a BA (Hons) in Financial Services from the University of West England and has passed the Investment Management Certificate (IMC). He is also a CFA Charterholder and a Chartered Alternative Investment Analyst.

Mr. Michael Sugrue is a Portfolio Manager for the Global Developed CEF strategy based in the London Office. Michael joined CLIM in 1996 and was initially in a support role culminating in him becoming Head of Administration in 2000-2001. Michael worked for an extended period of time in the U.S. office, where he relocated in order to support the founder before ultimately becoming a Portfolio Manager for the Emerging Markets CEF strategy in 2004. Michael returned to London in 2008 as a Portfolio Manager for the Emerging Markets CEF team before transitioning to the Global Developed CEF strategy in 2013.

Mr. Mark Dwyer is Group Chief Investment Officer based in the London office. Mark re-joined CLIM in 2012. Prior to re-joining CLIM, Mark spent over eight years as a Director within the Wealth Management Unit of Banco Comercial Português, where he was primarily in charge of the investment team responsible for fund selection. He had previously established CLIMs Singapore Office in 2000 where he spent two years as a Portfolio Manager before returning to London where he was head of the emerging market closed-end fund investment team until 2003. He also worked in the U.S. office from 1997-1999 as a Portfolio Manager and the London office from 1995-1996 as a research analyst. He holds a BA (Hons) in Economics from Kingston University, and is a CFA Charterholder.

Fort Washington Investment Advisors, Inc. (“Fort Washington”) serves as a Specialist Manager for The Fixed Income Opportunity Portfolio. Fort Washington is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act. Fort Washington is located at 303 Broadway, Suite 1200, Cincinnati, OH 45202. As of June 30, 2019, Fort Washington and its advisory affiliates had total assets under management of approximately $60.6 billion in assets under management.

Messrs. Bauer and Jossart are the individuals primarily responsible for the day-to-day management of the portion of the Portfolio’s assets allocated to Fort Washington. Garrick Bauer is a Vice President and Co-Portfolio Manager focusing on high yield fixed income securities. Garrick joined the firm in 2013. Prior to joining Fort Washington he worked at Wellington Management Company as a credit portfolio manager on several mutual funds. While at Wellington he was also an analyst on the High Yield team following a variety of sectors. Prior to Wellington Management he worked at Summit Investment Partners and PricewaterhouseCoopers. Garrick received his BS in Accounting from Miami University and his Masters in Business Administration from the University of Virginia. He is a CFA charterholder and earned the Certified Public Accountant designation (inactive). Timothy Jossart is a Vice President, Co-Portfolio Manager and a Senior Credit Analyst focusing on high yield fixed income securities. Timothy joined the firm in 1996 as a member of the Public Equity team before moving to High Yield in 2005. Prior to joining Fort Washington Tim worked for Star Bank in Cincinnati where he was an equity analyst supporting Trust Department investments. Prior to his work at Star Bank, he spent two and a half years as a credit analyst with PNC Bank overseeing corporate credits. Timothy received a BBA in Finance from the University of Wisconsin-Madison. He is a CFA charterholder. For its services to the Portfolio, Fort Washington receives a fee at the annual rate of 0.40% of the first $25 million of the Combined Assets (as defined below) that may, from time to time, be allocated to it by the Adviser, 0.375% of the next $25 million, 0.3375%

 

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of the next $50 million, 0.25% of the next $100 million and 0.20% on all assets allocated to Fort Washington if the average daily net assets exceeds $200 million. For the purposes of computing Fort Washington’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the assets managed by Fort Washington in The Fixed Income Opportunity Portfolio and certain other assets managed by Fort Washington for clients of Hirtle Callaghan and Co., LLC. During the fiscal year ended June 30, 2019, Fort Washington received a fee of [0.20]% of the average daily net assets of the portion of The Fixed Income Opportunity Portfolio allocated to Fort Washington.

Frontier Capital Management Company, LLC (“Frontier”) serves as a Specialist Manager for The Institutional Small Capitalization – Mid Capitalization Equity Portfolio. Frontier, the principal offices of which are located at 99 Summer Street, Boston, MA 02110, was established in 1980 and is a registered investment adviser. Frontier had, as of June 30, 2019, approximately $14.0 billion in assets under management, of which approximately $6.2 billion represented assets of mutual funds. Affiliated Managers Group, Inc. (“AMG”), a Boston-based asset management holding company, holds a majority interest in Frontier. Shares of AMG are listed on the New York Stock Exchange (Symbol: AMG). For its services to The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, Frontier receives a fee based on the average daily net asset value of the portion of the Portfolio’s assets managed by it, at an annual rate of 0.45% on the first $90 million of the Combined Assets (as defined below), and 0.75% for all assets allocated to it in excess of $90 million of such Combined Assets. During the fiscal year ended June 30, 2018, Frontier received fees of 0.45% of the average daily net assets of each portion of The Institutional Small Capitalization-Mid Capitalization Equity Portfolio allocated to Frontier. The term “Combined Assets” means the sum of the net assets of that portion of the Portfolio allocated to Frontier from time-to-time along with the net assets of each of those separately managed accounts advised by Hirtle Callaghan & Co. LLC for which Portfolio Manager provides day-to-day portfolio management services.

Michael Cavarretta, Andrew Bennett and Peter Kuechle are responsible for making the day-to-day investment decisions for the portion of the Portfolio’s assets assigned to Frontier. Mr. Cavarretta has been Chairman of Frontier since 2010, is a Chartered Financial Analyst and has been an investment professional with Frontier since 1988. He received a B.S. from the University of Maine and an MBA from Harvard Business School. Mr. Bennett is a Chartered Financial Analyst and has been an investment professional at Frontier since 2003. He received a B.A. from Wheaton College. Mr. Kuechle has been an investment professional at Frontier since 2002. He received a B.A. from Dartmouth College and an MBA from Harvard Business School.

Jennison Associates LLC (“Jennison”), a registered investment adviser since 1969, serves as a Specialist Manager for The Institutional Growth Equity Portfolio. Jennison’s principal offices are located at 466 Lexington Avenue, New York, NY 10017. For its services to The Institutional Growth Equity Portfolio, Jennison receives a maximum annual fee of 0.30% of the average daily net assets of the portion of Portfolio allocated to Jennison (the “Jennison Account”). Jennison’s fee may be lower, however, to the extent the application of the fee schedule set forth below (“Combined Fee Schedule”) to the aggregate market value of the Jennison Account and certain other assets managed by Jennison, for clients of the Adviser, (“Related Accounts”) (together, the “Combined Assets”) results in a lower fee. Under the Combined Fee Schedule, Jennison would receive from The Institutional Growth Equity Portfolio advisory fees as set forth in the table below. For purposes of the Combined Fee Schedule, a “Related Account” is an account that is managed by Jennison in a manner similar in terms of investment objectives and strategy to the Jennison Account for the benefit of institutional investors who are clients of the Adviser.

 

For Combined Assets of:

  

The fee* paid to Jennison would be:

On the First $10 million

  

0.75% of the avg. daily net assets of those Combined Assets

On the Next $30 million

  

0.50% of the avg. daily net assets of those Combined Assets

On the Next $25 million

  

0.35% of the avg. daily net assets of those Combined Assets

One the Next $335 million

  

0.25% of the avg. daily net assets of those Combined Assets

One the Next $600 million

  

0.22% of the avg. daily net assets of those Combined Assets

On the next $4 billion

  

0.20% of the avg. daily net assets of those Combined Assets

Over $5 billion

  

0.25% of the avg. daily net assets of those Combined Assets

 

*

Under the Combined Fee Schedule, the fee paid to Jennison is subject to the maximum annual fee of the average daily net assets of that portion of Portfolios allocated to Jennison.

 

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For its services to The Institutional Growth Equity Portfolio during the fiscal year ended June 30, 2018, Jennison received a fee of 0.28% of the average daily net assets of the portion of The Institutional Growth Equity Portfolio allocated to the Jennison Account. As of June 30, 2019, Jennison managed in excess of $178 billion in assets, of which approximately $86 billion represented assets of mutual funds. Jennison is organized under the laws of Delaware as a single member limited liability company whose sole member is PGIM, Inc., which is a direct, wholly owned subsidiary of PGIM Holding Company LLC, which is a direct, wholly owned subsidiary of Prudential Financial, Inc.

Day-to-day management of those assets of The Institutional Growth Equity Portfolio allocated to Jennison is the responsibility of Ms. Kathleen A. McCarragher, Ms. Rebecca Irwin, Ms. Natasha Kuhlkin and Mr. Blair A. Boyer. The portfolio managers share final authority over all aspects of the portion of The Institutional Growth Equity Portfolio allocated to Jennison, including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment and management of cash flows.

Kathleen A. McCarragher is a Managing Director, the Head of Growth Equity and a large cap growth equity portfolio manager. She joined Jennison in May 1998. Prior to joining Jennison, Ms. McCarragher spent six years with Weiss, Peck & Greer LLC where she was a Managing Director and the Director of Large Cap Growth Equities. Prior to that, Ms. McCarragher spent 10 years with State Street Research & Management. Ms. McCarragher earned a BBA, summa cum laude, in finance and economics from the University of Wisconsin-Eau Claire and an MBA from Harvard Business School.

Blair A. Boyer is a Managing Director, Co-Head of Large Cap Growth Equity and a large cap growth equity portfolio manager. He joined Jennison in March 1993 as an international equity analyst and joined the large cap growth team as a portfolio manager in 2003. Prior to joining Jennison, he managed international equity portfolios at Arnhold and S. Bleichroeder for five years. Prior to that, he was a research analyst and then a senior portfolio manager at Verus Capital. Mr. Boyer earned a BA in economics from Bucknell University and an MBA from The New York University Stern School of Business.

Rebecca Irwin is a Managing Director and a large cap growth equity portfolio manager and research analyst. She joined Jennison in September 2006. Prior to joining Jennison, Ms. Irwin was a health care analyst at Viking Global Investors. Prior to that, she was at UBS and at Salomon Smith Barney. Ms. Irwin earned a BA in economics from Queen’s University at Kingston, an LLB from the University of Toronto, and an LLM from Harvard Law School.

Natasha Kuhlkin, CFA, is a Managing Director and a large cap growth equity portfolio manager and research analyst. She joined Jennison in May 2004. Prior to joining Jennison, Ms. Kuhlkin was an equity research analyst at Evergreen Investment Management then Palisade Capital Management. Ms. Kuhlkin earned a BS, magna cum laude, in accounting from Binghamton University and she holds the Chartered Financial Analyst (CFA) designation.

The portfolio managers for the portion of The Institutional Growth Equity Portfolio allocated to Jennison are supported by other Jennison portfolio managers, research analysts and investment professionals. Team members conduct research, make securities recommendations and support the portfolio managers in all activities. Members of the team may change from time to time.

Lazard Asset Management LLC (“Lazard”) serves as a Specialist Manager for The Institutional International Equity Portfolio. For its services to The Institutional International Equity Portfolio, Lazard receives at the annual rate of 0.40% of the average daily net assets of the first $75 million and 0.35% on the excess over $75 million of that portion of the assets of the Portfolio managed by Lazard. Lazard’s principal offices are located at 30 Rockefeller Plaza, New York, NY, 10112, and Lazard is a wholly owned subsidiary of Lazard Frères & Co. LLC. As of June 30, 2019, Lazard had total assets under management of approximately $[214.0] billion. During the fiscal year ended June 30, 2019, Lazard received a fee of [0.36]% of the average daily net assets of the portion of The Institutional International Equity Portfolio allocated to Lazard.

Day-to-day investment decisions for the portion of The Institutional International Equity Portfolio are the responsibility of Paul Moghtader, Taras Ivanenko, Alex Lai and Craig Scholl. Paul Moghtader, Managing Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1992. Prior to joining Lazard in 2007, Paul was Head of the Global Active Equity Group and a Senior Portfolio Manager at State Street Global Advisors (SSgA). At SSgA Paul was the senior manager responsible for the research and portfolio management of all multi-regional active quantitative equity strategies. Previously, Paul was an analyst at State Street Bank. He began his career at Dain Bosworth as a research assistant. Paul has a Master of Management (MM) from Northwestern University and a BA in Economics from Macalester College. Taras Ivanenko, Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1995. Prior to joining Lazard in 2007, Taras was a Senior Portfolio Manager in the Global

 

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Active Equity group at State Street Global Advisors (SSgA). Earlier at SSgA, he was a Principal and Senior Application Development Architect in the Equity Systems group. Previously, Taras was an analyst in Quantitative Research and Trading Systems at Oxbridge Research. He has a Ph.D. in Physics from Massachusetts Institute of Technology and an Engineer-Physicist degree from Moscow Physical-Technical Institute. Alex Lai, Senior Vice President, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 2002. Prior to joining Lazard in 2008, Alex was a Vice President and Quantitative Portfolio Manager in the Global Active Equity group at State Street Global Advisors (SSgA). Prior to that, Alex was an investment-banking analyst at Lehman Brothers Asia in Hong Kong. He has an MS in Finance from Boston College and a BBA (Hons) in Finance and Accounting from the University of Michigan, Ann Arbor. Craig Scholl, Director, is a Chartered Financial Analyst and a Portfolio Manager/Analyst on Lazard’s Quantitative Equity team. He began working in the investment field in 1984. Prior to joining Lazard in 2007, Craig was a Principal and a Senior Portfolio Manager in the Global Active Equity group at State Street Global Advisors (SSgA). Previously he was Managing Director of Public Equities for the Virginia Retirement System, where he was responsible for internally and externally managed portfolios. Prior to that, Craig was a pension investment manager for two large corporations. He also worked as a consultant with InterSec Research and a vice president in data analytics at Lynch, Jones & Ryan. Craig has a BS in Finance and Public Communications from Syracuse University. He is a member of the Boston Security Analysts Society.

[to be updated]Mellon Investments Corporation (“Mellon”), serves as a Specialist Manager for The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Core Fixed Income Portfolio, The Fixed Income Opportunity Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio and The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio. Mellon, formerly BNY Mellon Asset Management North America Corporation, is a wholly-owned indirect subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”) and is headquartered at BNY Mellon Center, One Boston Place, Boston, Massachusetts 02108.

For its services to The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the “Portfolios”), Mellon receives a fee from each Portfolio, calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, so long as the aggregate assets allocated to Mellon (“Combined Mellon Assets” as defined below) exceed $2 billion, at the following annual rate of: 0.04% of assets committed to Mellon’s Index Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.065%); 0.065% of the assets committed to Mellon’s Factor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.075%); and, with respect to The Institutional Value Equity Portfolio,- and The Institutional Growth Equity Portfolio, 0.08% of the assets committed to Mellon’s U.S. MultiFactor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.010%). The term “Combined Mellon Assets” means the sum of: (a) the net assets of the Portfolios, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Mellon; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Mellon provides portfolio management services using the strategies employed in the Trust Portfolios. During the fiscal year ended June 30, 2019, Mellon received fees of [0.065]% of the average daily net assets for each portion of The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and The Institutional Small Capitalization-Mid Capitalization Equity Portfolio allocated to Mellon pursuant to the then (prior to December 11, 2018) compensation arrangements.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Mellon receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%. During the fiscal year ended June 30, 2019, Mellon received fees of [0.10]% of the average daily net assets for the portion of The Commodity Returns Strategy Portfolio allocated to Mellon. Mellon did [not] manage any assets of The Real Estate Securities Portfolio during the fiscal year ended June 30, 2019.

For its services to the ESG Growth Portfolio and Catholic SRI Growth Portfolios, Mellon receives a fee of 0.16% of the average daily net assets of that portion of the assets of each Portfolio managed by it.

 

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The Portfolio Manager for the Institutional Value Equity Portfolio (the Index Strategy), Institutional Growth Equity Portfolio (the Index Strategy) and Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the Index Strategy) is Karen Wong. The Portfolio Managers for the ESG Growth and Catholic SRI Growth Portfolios are William Cazalet and Peter Goslin. The Portfolio Managers for the Institutional Value Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy), Institutional Growth Equity Portfolio (the Factor Strategy and the U.S. MultiFactor Strategy) and Institutional Small Capitalization-Mid Capitalization Equity Portfolio (the Factor Strategy) are William Cazalet and Peter Goslin. The Portfolio Managers for The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The Institutional International Equity Portfolio and, with respect to the passively managed assets of, The Emerging Markets Portfolio, regarding the portions of such Portfolios allocated to Mellon, are Karen Wong, William Cazalet and Peter Goslin. The Portfolio Managers for The Inflation Protected Securities Portfolio are Nancy Rogers, Paul Benson and Stephanie Shu.

Karen Q. Wong, CFA is a Managing Director and Head of Index Portfolio Management at Mellon. She has an M.B.A. and a B. S. from San Francisco State University. Ms. Wong has 19 years of investment experience and joined Mellon Capital (now Mellon) in 2000. Ms. Wong is the head of index portfolio management responsible for overseeing all equity and fixed income indexing and beta strategies, including exchange traded funds (ETFs) and is responsible for refinement and implementation of the index portfolio management process. Prior to joining Mellon she worked as a security analyst at Redwood Securities. She is member of the CFA Institute and the CFA Society of San Francisco and is also a member of S&P Index Advisory Panel, MSCI Index Client Advisory Committee, and FTSE Russell Americas Regional Advisory Committee.

William Cazalet, CAIA, is a Managing Director and Head of Multi-Factor Equity Strategies at Mellon. He has an M.S.M from Stanford University Graduate School of Business and an M.A. from Cambridge University. Mr. Cazalet has 24 years of investment experience and joined Mellon in 2013. Mr. Cazalet manages the entire team of portfolio managers for all multi-factor equity, long/short equity, enhanced indexing, and equity smart beta strategies.

Peter Goslin, CFA is a Director and Senior Portfolio Manager for the Multi-Factor Equity Strategies at Mellon. Mr. Goslin has 30 years of investment experience with tenure of 19 years at Mellon. Mr. Goslin has an M.B.A. from the University of Notre Dame in Finance. Prior to joining Mellon, Mr. Goslin was a derivatives trader and NASDAQ market maker for Merrill Lynch and ran Merrill’s Equity Index Option desk at the Chicago Mercantile Exchange.

Day-to-day investment decisions for the portions of The Core Fixed Income Portfolio and The U.S. Government Fixed Income Securities Portfolio allocated to Mellon are the responsibility of Nancy Rogers, CFA, Paul Benson, CFA, CAIA, and Gregg Lee, CFA. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon (formerly Mellon Capital). Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Lee is a Vice President, Senior Portfolio Manager at Mellon with 29 years of finance and investment experience and 29 years at the firm. He earned a B.S. at University of California at Davis. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor.

Day-to-day investment decisions for the portion of The Fixed Income Opportunity Portfolio allocated to Mellon are the responsibility of Nancy Rogers, CFA, Manuel Hayes, Paul Benson, CFA, CAIA, and Stephanie Shu, CFA.

Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Hayes is a Senior Portfolio Manager with 14 years investment experience and 9 years at Mellon. He earned a B.S at the University of California at Berkeley. Ms. Shu is a Director, Senior Portfolio Manager with 21 years of investment experience and 18 years at Mellon. She earned an M.S. at Texas A&M University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at Mellon. He earned a B.A. at the University of Michigan at Ann Arbor.

The Portfolio Managers for The Inflation Protected Securities Portfolio are Nancy Rogers, CFA, Paul Benson, CFA, CAIA, and Stephanie Shu, CFA. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor. Ms. Shu is a Director, Senior Portfolio Manager with 21 years of investment experience and 18 years at Mellon. She earned a M.S. at Texas A&M University.

Day-to-day investment decisions for the portion of The U.S. Corporate Fixed Income Securities Portfolio allocated to Mellon is the responsibility of Nancy Rogers, CFA, Paul Benson, CFA, CAIA and Manuel Hayes. Nancy Rogers, CFA, is a Director, Senior Portfolio Manager, Fixed Income Strategies of Mellon. Ms. Rogers has 31 years of investment experience with the firm, including her years of experience at a legacy organization prior to merging into Mellon, and earned her M.B.A. at Drexel University. Mr. Benson is Managing Director and Head of Multi-Factor and Index Fixed Income Portfolio Management at Mellon with 23 years of investment experience and 13 years at the firm. He earned a B.A. at the University of Michigan at Ann Arbor. Mr. Hayes is a Senior Portfolio Manager with 14 years investment experience and 9 years at Mellon. He earned a B.S at the University of California at Berkeley.

As of June 30, 2019, Mellon had assets under management (AUM) totaling approximately $[549.8] billion, which includes overlay strategies.

 

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Pacific Investment Management Company LLC (“PIMCO”) serves as a Specialist Manager for The Institutional Value Equity, The Institutional Growth Equity and The Commodity Returns Strategy Portfolios. PIMCO is an investment adviser registered with the SEC pursuant to the Investment Advisers Act. Its headquarters are located at 650 Newport Center Drive, Newport Beach, CA 92660. As of June 30, 2018, PIMCO had total assets under management of approximately $1.844 trillion, of which approximately $499 billion represented assets of mutual funds.

For its services to The Institutional Value Equity and The Institutional Growth Equity Portfolios related to the enhanced index strategy, PIMCO receives an annual fee of 0.25% of that portion of each Portfolio’s assets allocated to PIMCO from time to time. For its services to The Institutional Value Equity and The Institutional Growth Equity Portfolios with respect to the RAFI US Multifactor Strategy, PIMCO receives an annual fee from each Portfolio, at the annual rate of 0.175% of the first $600 million of the Combined RAFI US Multifactor Strategy Assets (as defined below); 0.15% on the next $700 million of Combined RAFI US Multifactor Strategy Assets; and 0.125% on Combined RAFI US Multifactor Strategy Assets over $1.3 billion. Should these aggregate assets not reach or fall below $600 million, PIMCO’s fee will be calculated at an annual rate of 0.20%; however, for the twelve month period ending December 20, 2019, this fee for the minimum asset requirement is being voluntarily waived to 0.175% of each Portfolio’s average daily net assets of the account. The term “Combined RAFI US Multifactor Strategy Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to PIMCO’s RAFI US Multifactor Strategy from time-to-time. During the fiscal year ended June 30, 2019, PIMCO was [not] allocated assets of The Institutional Value Portfolio, The Institutional Growth Equity Portfolio and The Commodity Returns Strategy Portfolio. See the “Parametric Portfolio Associates LLC” section of the “Specialist Manager Guide” of the Prospectus for information regarding the portfolio manager assigned to the RAFI US Multifactor Strategy.

Mohsen Fahmi is primarily responsible for the day-to-day management of that portion of the Portfolios allocated to PIMCO. Mr. Fahmi is a managing director in the Newport Beach office, a generalist portfolio manager focusing on global fixed income assets and a member of PIMCO’s Investment Committee. Prior to joining PIMCO in 2014, he was with Moore Capital Management, most recently as a senior portfolio manager and previously as chief operating officer. In London earlier in his career, he was co-head of bond and currency proprietary trading at Tokai Bank Europe, head of the leveraged investment group at Salomon Brothers and executive director of proprietary trading at Goldman Sachs. Prior to this, he was a proprietary trader for J.P. Morgan in both New York and London, and he also spent seven years as an investment officer at the World Bank in Washington, DC. He has 34 years of investment experience and holds an MBA from Stanford University. He received a master’s degree in civil engineering from the Ohio State University and an undergraduate degree from Ain Shams University, Cairo.

For its services to The Commodity Returns Strategy Portfolio, PIMCO receives and annual fee of 0.49% of that portion of the Portfolio allocated to PIMCO from time to time. During the fiscal year ended June 30, 2019, PIMCO received a fee of [0.49]% of the average daily net assets of the portfolio of The Commodity Returns Strategy Portfolio allocated to PIMCO. Nicholas Johnson is responsible for the day-to-day management of that portion of the Portfolio allocated to PIMCO. Mr. Johnson is a managing director in the Newport Beach office and a portfolio manager focusing on commodity, quantitative, and multi-asset strategies. He specializes in structural risk premiums, as well as overall portfolio construction, and leads the quantitative strategies portfolio management group. In 2012, he co-authored “Intelligent Commodity Indexing,” published by McGraw-Hill. Prior to joining PIMCO in 2004, he was a research fellow at NASA’s Jet Propulsion Laboratory, helping to develop Mars missions and new methods of autonomous navigation. He has 15 years of investment experience and holds a master’s degree in financial mathematics from the University of Chicago and an undergraduate degree from California Polytechnic State University.

Parametric Portfolio Associates LLC (“Parametric”) serves as Specialist Manager for The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio. Parametric also serves as a subadviser to PIMCO for the RAFI US Multifactor Strategy in The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio. Parametric is a majority-owned subsidiary of Eaton Vance Corporation (“Eaton Vance”). Eaton Vance through its wholly owned affiliates Eaton Vance Acquisitions (“EVA”) and EVA Holdings LLC, maintains 100% voting control of Parametric, a current profit interest of 95.10%, and a current capital interest of 99.38%. Employees of Parametric, through ownership in Parametric Portfolio LP (“PPLP”), currently hold a combined indirect profit interest in Parametric of 4.9% and capital interest of 0.62%. The business address of Eaton Vance, EVA and EVA Holdings, LLC is Two International Place, Boston, MA 02110. The business address of Parametric and PPLP is 800 Fifth Ave, Suite 2800, Seattle, WA 98104. As of June 30, 2019, Parametric had approximately $246.1 billion in assets under management.

For its services to The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio related to its Liquidity Strategy, Parametric receives a fee from each Portfolio, a fee, calculated daily and payable monthly in arrears, at the annual rate of 0.15% of the first $50 million of the Combined Liquidity Assets (as defined below) committed to Parametric’s Liquidity Strategy; 0.10% of the next $100 million of the Combined Liquidity Assets and 0.05% on Combined Liquidity Assets over $150 million. The term “Combined Liquidity Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Liquidity Strategy. Parametric is also entitled to receive a flat fee of $10,000 per year per Portfolio, provided that 1/12 of such fee related to any given Portfolio will be waived with respect to each calendar month during which no assets of such Portfolio were allocated to Parametric for investment in their Liquidity Strategy. During the fiscal year ended June 30, 2019, Parametric received fees of [0.09%, 0.08%, 0.22%, 0.15%, 0.09%, 0.15%, 0.00%, 0.08%, 0.09% and 0.09]% of the average daily net assets for the portion of The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small

 

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Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, respectively, allocated to Parametric’s Liquidity Strategy.

Under the terms of separate portfolio management agreements, for its services to The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio related to its Defensive Equity Strategy, Parametric is also entitled to receive a separate fee at the annual rate of 0.35% of the first $50 million of the Combined Defensive Assets committed to the Defensive Equity Strategy and 0.25% on Combined Defensive Assets over $50 million. Combined Defensive Assets means the sum of the net assets of that portion of each of The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric from time-to-time for investment using the Defensive Equity Strategy. During the fiscal year ended June 30, 2019, Parametric was [not] allocated assets of The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio with respect to the Defensive Equity Strategy.

Under the terms of separate portfolio management agreements for its Targeted Strategy, for its services to The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.05% of the Targeted Strategy Assets (as defined below) committed to Parametric’s Targeted Strategy. The term “Targeted Strategy Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Targeted Strategy. Parametric shall also be entitled to receive a flat fee of $5,000 per year, provided that such fee will be waived with respect to each calendar year during which no Portfolio assets were allocated to the Targeted Strategy Assets. During the fiscal year ended June 30, 2019, Parametric received fees of [0.00%*, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.00%, 0.12%, 0.00%, and 0.08%] of the average daily net assets of that portion of each of The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio respectively, allocated to Parametric’s Targeted Strategy.

For its services related to its Tax-Managed Custom Core Strategy to The Commodity Returns Strategy Portfolio and The Emerging Markets Portfolio (the “Portfolios”), Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.10% of the first $250 million of the Combined Tax-Managed Custom Core Assets (as defined below) committed to Parametric’s Tax-Managed Custom Core Strategy; 0.09% of the next $250 million of the Combined Tax-Managed Custom Core Assets; 0.08% of the next $500 million of the Combined Tax-Managed Custom Core Assets; and 0.07% on Combined Tax-Managed Assets over $1 billion. The term “Combined Tax-Managed Custom Core Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Tax-Managed Custom Core Strategy. If, at the close of business on September 30, 2019, the Combined Assets under this Agreement are less than $500 million, the fee for the first $250 million shall be permanently increased to 0.13% of the first $250 million of the Combined Assets; 0.09% of the next $250 million of the Combined Assets; 0.08% of the next $500 million of the Combined Assets; and 0.07% of the Combined Assets over $1 billion. During the fiscal year ended June 30, 2019, Parametric received fees of [0.00]% and [0.00]% of the average daily net assets of that portion of each of The Commodity Returns Strategy Portfolio and The Emerging Markets Portfolio respectively, allocated to Parametric’s Tax-Managed Custom Core Strategy. For its services, with respect to the RAFI US Multifactor Strategy, for The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio, Parametric receives a fee from PIMCO pursuant to a sub-adviser agreement between Parametric and PIMCO.

Mr. Jay Strohmaier, Mr. Perry Li and Mr. Michael Zaslavsky are primarily responsible for the day-to-day management of the portion of each the assets of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric for investment in its Defensive Equity strategy. Mr. Strohmaier, CFA, Managing Director, leads a team of investment professionals responsible for developing and managing institutional portfolios with an emphasis on Defensive Equity, Global Defensive Equity, and related options-based Volatility Risk Premium strategies. He has extensive experience with futures and options and has been active in the investment industry since 1984. Mr. Strohmaier joined Parametric upon Parametric’s acquisition of The Clifton Group Investment Management Company (“Clifton”) in 2012, and prior to that acquisition was employed by Clifton since 2009. Mr. Strohmaier holds a B.S. degree in Agricultural Economics from Washington State University and MS in Applied Economics from the University of Minnesota. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Li, CFA, FRM, Portfolio Manager, is responsible for trading and assisting with day-to-day

 

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management of the Parametric’s options-based Volatility Risk Premium strategies, including Defensive Equity and other proprietary strategies. Mr. Li joined Parametric in 2014. Prior to that, Mr. Li worked for CHS Inc. where he managed commodity futures and options portfolios and conducted research on macro economy and derivative strategies. He earned a B.S. in Statistics from the Sun Yat-Sen University and a M.S. in Financial Mathematics from the University of Minnesota. He is a Certified FRM®, as well as a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Zaslavsky, CFA, Senior Investment Strategist, is Senior Investment Strategist for Parametric’s Liquid Alternatives Investment Strategies, where he is focused on delivering subject matter expertise and though leadership to help clients in all aspects of the investment management process. As a member of the portfolio management team, he is responsible for driving strategy evolution and research. Formerly, Mr. Zaslavsky held a portfolio manager role in which he supported a wide spectrum of Parametric’s institutional capabilities, including volatility risk premium, liability-driven investing and tailored exposure. Prior to joining Parametric in 2015, Mr. Zaslavsky worked for Citigroup as a proprietary trader, specializing in volatility modeling and arbitrage across equity indexes, single stocks and commodities. He received a B.S. in Finance from Bowling Green State University. He is a CFA charterholder.

Mr. Justin Henne, Mr. Clint Talmo and Mr. Jason Nelson are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Liquidity Strategy. As Managing Director – Customized Exposure Management, Mr. Henne, CFA, leads the investment team responsible for the implementation and enhancement of Parametric’s Customized Exposure Management product. Mr. Henne joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 2004. Mr. Henne holds a BA in Financial Management from the University of St. Thomas. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Talmo, CFA, Senior Portfolio Manager, leads a team responsible for designing, trading, and managing customized overlay portfolios utilizing a wide spectrum of asset classes across global markets. Prior to joining Parametric in 2014, Mr. Talmo was a Partner at Aerwulf Asset Management. He earned a B.S. in Finance from the University of Colorado. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Nelson, CFA, Portfolio Manager is responsible for designing, trading, and managing overlay portfolios with an emphasis on ETFs and OTC instruments. Prior to joining Parametric in 2014, Mr. Nelson worked for Marquette Asset Management and Bell State Bank & Trust from 2012 to 2014, where his responsibilities included asset allocation, equity research, and trading. Mr. Nelson earned a B.S. in Economics and Finance from Minnesota State University, Mankato. He is a CFA charterholder and a member of the CFA Society of Minnesota.

Mr. Tom Lee, Mr. Justin Henne, Mr. Clint Talmo and Mr. Jason Nelson, are primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Targeted Strategy. Mr. Lee, Managing Director, Investment Strategy and Research, leads the investment team that oversees investment strategies managed in Parametric’s Minneapolis and Westport offices. Mr. Lee directs the research efforts that support existing strategies and from the foundation for new strategies. He is also chair of the Investment Committee that has oversight of these strategies. Mr. Lee joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 1994. He earned a B.S. in economics and an MBA in finance from the University of Minnesota. He is a CFA charterholder and a member of the CFA Society of Minnesota. As Managing Director – Customized Exposure Management, Mr. Henne, CFA, leads the investment team responsible for the implementation and enhancement of Parametric’s Customized Exposure Management product. Mr. Henne joined Parametric upon Parametric’s acquisition of Clifton in 2012, and prior to that acquisition was employed by Clifton since 2004. Mr. Henne holds a BA in Financial Management from the University of St. Thomas. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Talmo, CFA, Senior Portfolio Manager, is responsible for designing, trading, and managing customized overlay portfolios utilizing a wide spectrum of asset classes across global markets. Prior to joining Parametric in 2014, Mr. Talmo was a Partner at Aerwulf Asset Management. He earned a B.S. in Finance from the University of Colorado. He is a CFA charterholder and a member of the CFA Society of Minnesota. Mr. Nelson, CFA, Portfolio Manager is responsible for designing, trading and managing overlay portfolios with an emphasis on ETFs and OTC instruments. Prior to joining Parametric in 2014, Mr. Nelson worked for Marquette Asset Management and Bell State Bank & Trust from 2012 to 2014, where his responsibilities included asset allocation, equity research, and trading. Mr. Nelson earned a B.S. in Economics and Finance from Minnesota State University, Mankato. He is a CFA charterholder and a member of the CFA Society of Minnesota.

Mr. Thomas Seto is primarily responsible for the day-to-day management of the portion of each Portfolio’s assets allocated to Parametric for investment in its Tax-Managed Custom Core Strategy. Mr. Seto is also primarily responsible for the day-to-day management of that portion of The Institutional Value Equity and The Institutional Growth Equity Portfolios, allocated to PIMCO and Parametric with respect to the RAFI US Multifactor Strategy. Mr. Seto, Head of Investment Management, leads a team of investment professionals responsible for managing and trading portfolios related to Parametric’s equity strategies and is a member of the Enterprise Management Committee. Mr. Seto joined Parametric in 1998. He earned an MBA in Finance from the University of Chicago’s Booth School of Business, and a B.S. in Electrical Engineering from the University of Washington.

 

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RBC Global Asset Management (UK) Limited (“RBC GAM”) serves as Specialist Manager for The Emerging Markets Portfolio. RBC GAM is a wholly owned subsidiary of Royal Bank of Canada (“RBC”). RBC GAM has been registered with the SEC as an investment adviser since September, 2013, and has been a portfolio manager of publicly-offered funds since 1998. RBC GAM maintains its offices at 77 Grosvenor Street, London, W1K 3JR. As of June 30, 2019, RBC GAM managed approximately $350 billion in assets.

For its services with respect to the portion of The Emerging Markets Portfolio allocated to RBC GAM from time to time (the “Account”), RBC GAM receives a fee calculated at an annual rate of 0.80% of the first $100 million of Combined Assets; 0.65% of the next $150 million of Combined Assets; and 0.60% of Combined Assets in excess of $250 million. Combined Assets refers to the aggregate of all assets of the Portfolio managed by RBC GAM and any assets of other clients of the Adviser managed by RBC GAM using the same strategy. During the fiscal year ended June 30, 2019, RBC GAM received a fee of [0.68]% of the average daily net assets of The Emerging Markets Portfolio.

Philippe Langham, ACA, and Laurence Bensafi, CFA, are primarily responsible for the day-to-day management of the portion of the assets of Portfolio allocated to RBC GAM.

Philippe Langham is Senior Portfolio Manager and Head of the Emerging Markets Equity team in London and lead manager for the Emerging Markets Equity and Emerging Markets Small Cap Equity Strategies. Philippe joined RBC GAM in 2009 to establish and lead the Emerging Markets Equity team in London. He has worked in the investment industry since 1992 and prior to joining RBC GAM, Philippe was the Head of Global Emerging Markets at Société Générale Asset Management in London. Previously, Philippe managed the Global Emerging Markets, Asian, Latin American and US portfolios at the Kuwait Investment Office in London, and was Director and Head of Asia and Emerging Markets at Credit Suisse in Zurich. Philippe obtained a BSc in Economics from the University of Manchester in England, and is a Chartered Accountant.

Laurence Bensafi is Senior Portfolio Manager and Deputy Head of Emerging Markets Equity in London and lead portfolio manager for the Emerging Markets Value Equity strategy. Prior to joining RBC GAM in 2013, Laurence was the Head of Aviva Investors’ Emerging Markets team, where she was responsible for managing Global Emerging Markets income funds, and for developing quantitative stock selection and analysis models. Laurence began her investment career as a Quantitative Analyst at Société Générale Asset Management, supporting European and Global Equity portfolio management by developing quantitative models to assist in the portfolio construction and security selection process. In 1997, Laurence obtained a Magistère d’Économiste Statisticien & D.E.S.S. Statistique et Économétrie from Toulouse University in France. Laurence is a CFA charterholder.

Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”) serves as a Specialist Manager of The Commodity Returns Strategy Portfolio. Vaughan Nelson is an indirect wholly-owned subsidiary of Natixis Global Asset Management SA, a French investment banking/financial services firm, of which a minority share of ownership is publicly traded on the Euronext exchange in Paris. Vaughan Nelson’s headquarters are located at 600 Travis Street, Suite 6300, Houston, Texas 77002. Founded in 1970, Vaughan Nelson is a registered investment adviser which has approximately $12.3 billion in assets under management as of June 30, 2019.

 

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For its services with respect to the portion of The Commodity Returns Strategy Portfolio allocated to Vaughan Nelson from time to time (the “Account”), Vaughan Nelson shall receive a fee calculated at an annual rate and payable quarterly in arrears based on the Average Quarterly Net Assets of the Combined Assets (as defined below) of 0.35% of the first $25 million of the Combined Assets, 0.25% of the next $75 million of Combined Assets and 0.20% of the Combined Assets exceeding $100 million. For purposes of calculating fees, the term “Combined Assets” shall mean the sum of (i) the net assets of the Account; and (ii) the net assets of each other investment advisory account for which the Adviser serves as investment adviser and for which Vaughan Nelson provides portfolio management services (“Other Hirtle Accounts”) using the same strategies as employed for the Account. “Average Quarterly Net Assets” shall mean the average of the average daily net asset values of the Account and/or the average of the net asset values of the Other Hirtle Accounts, as the case may be, as of the last business day of each of the three months in the calendar quarter. During the fiscal year ended June 30, 2019, Vaughan Nelson received a fee of [0.34]% of the average daily net assets of the portion of The Commodity Returns Strategy Portfolio allocated to Vaughan Nelson.

Day-to-day investment decisions for The Commodity Returns Strategy Portfolio are the responsibility of Steve Henriksen, Senior Portfolio Manager/Director-Fixed Income Investments, Charles Ellis, Portfolio Manager, Michael Hanna, Senior Portfolio Manager, and Blanca Garza-Bianco, Portfolio Manager, each a member of the Vaughan Nelson Fixed Investment team. Mr. Henriksen joined Vaughan Nelson in 1994. He received a B.A. from Louisiana State University and has over 36 years of investment management and research experience. Mr. Ellis joined Vaughan Nelson in 2003. He received a B.B.A. from Texas Tech University and has over 44 years of investment management and research experience. Ms. Garza-Bianco joined Vaughan Nelson in 1998. She received a B.A. from the University of Houston and an M.B.A. from the University of St. Thomas and has over 26 years of investment management and research experience. Mr. Hanna joined Vaughan Nelson in 2005. He received a B.A. from the University of Texas and an M.B.A. from Rice University and has over 19 years of investment management and research experience.

Wellington Management Company LLP (“Wellington Management”) serves as the Specialist Manager for The Real Estate Securities and The Commodity Returns Strategy Portfolios. Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of June 30, 2019, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1,104 billion in assets.

Bradford D. Stoesser, Senior Managing Director and Global Industry Analyst of Wellington Management, has served as Portfolio Manager of The Real Estate Securities Portfolio since September 1, 2010. Mr. Stoesser joined Wellington Management as an investment professional in 2005.

For its services to The Real Estate Securities Portfolio, Wellington Management receives a fee, payable monthly, at an annual rate of 0.75% of the average daily net assets on the first $50 million of the Combined Assets allocated to Wellington Management and 0.65% on assets over $50 million of Combined Assets. Combined Assets shall mean the sum of (a) the net assets of The Real Estate Securities Portfolio allocated to Wellington Management and (b) the net assets for clients of the Adviser managed by Wellington Management within the same strategy. During the fiscal year ended June 30, 2019, Wellington Management received a fee of [0.70]% of the average daily net assets of The Real Estate Securities Portfolio.

David A. Chang, CFA, Senior Managing Director and Commodities Portfolio Manager of Wellington Management, has served as Portfolio Manager for the Subsidiary since April 2011. Mr. Chang joined Wellington Management in 2001, and has been an investment professional since 2002.

For its services to The Commodity Returns Strategy Portfolio, Wellington Management receives a fee, payable monthly, at the following rates: For assets managed in its Global Natural Resources strategy, Wellington Management receives a fee at an annual rate of 0.60% of the average daily net assets of the account so long as at least $150 million in assets are present in the account; and 0.85% of the average daily net assets of the account if less than $150 million in assets are present in the account.

 

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For assets managed in its Commodity strategy, Wellington Management will receive a fee at an annual rate of 0.75% of the average daily net assets of that portion of the Portfolio’s assets allocated to such strategy from time to time. During the fiscal year ended June 30, 2019, Wellington Management received a fee of [0.75]% of the average daily net assets of The Commodity Returns Strategy Portfolio’s Commodity strategy and, before the applicable voluntary fee waiver, a fee of 0.60% of the average daily net assets of The Commodity Returns Strategy Portfolio’s Global Natural Resources strategy. [For the twelve month period ended November 1, 2018, Wellington Management’s fee for its Global Natural Resources strategy was voluntarily waived to 0.25% of the average daily net assets of the account].

Western Asset Management Company, LLC (“Western Asset”) serves as a Specialist Manager for The Fixed Income Opportunity Portfolio, focusing on structured securities. Western Asset, the principal office of which is located at 385 E. Colorado Blvd., Pasadena, CA 91101, has provided investment management services for the Portfolio since July 29, 2014. As of June 30, 2019, Western Asset managed assets of $450 billion, of which approximately $208 billion represented assets of mutual funds. Western Asset is a corporation organized under the laws of California. Western Asset is a wholly owned subsidiary of Legg Mason, Inc. (“Legg Mason”), a registered investment adviser. Legg Mason is an NYSE-listed, independent asset management firm based in Baltimore, Maryland. The company went public in August 1983, and has not experienced a change in ownership since that date. Western Asset was originally founded and began providing investment management services in 1971. For its services to The Fixed Income Opportunity Portfolio, Western Asset receives a fee at the annual rate of 0.75% of the average daily net assets of that portion of the Portfolio allocated to Western Asset. During the fiscal year ended June 30, 2019, Western Asset received a fee of [0.75]% of the average daily net assets of The Fixed Income Opportunity Portfolio.

Day-to-day investment decisions for The Fixed Income Opportunity Portfolio are the responsibility of S. Kenneth Leech, Greg E. Handler, Ian Justice and Harris A. Trifon. Mr. S. Kenneth Leech has been the Chief Investment Officer for Western Asset since 1990. Mr. Trifon has served as a Portfolio Manager and Research Analyst at Western Asset since 2014. Before joining Western Asset, Mr. Trifon was a Director, Fixed Income Research at Deutsche Bank since 2009 and Director, Structured Finance at Standard & Poor’s from 2006 to 2009. Mr. Greg E. Handler has been a Portfolio Manager/Research Analyst for Western Asset since 2002.

 

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HC Capital Trust

 

 

 

For More Information:

For more information about any of the Portfolios of HC Capital Trust, please refer to the following documents, each of which is available without charge from the Trust:

Annual and Semi-Annual Reports (“Shareholder Reports”):

The Trust’s annual and semi-annual reports to shareholders contain additional information on the Trust’s investments. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the performance of the several Portfolios during the Trust’s last fiscal year. A discussion regarding the Board of Trustees basis for approval of the HC Capital Agreements and for approval of the Specialist Managers advisory agreements is available in the Trust’s annual report dated June 30, 2019.

Statement of Additional Information (“SAI”):

The SAI provides more detailed information about the Trust, including its operations and the investment policies of its several Portfolios. A description of the Trust’s policies and procedures regarding the release of portfolio holdings information is also available in the SAI. It is incorporated by reference into, and is legally considered a part of, this Prospectus.

To obtain copies of Shareholder Reports or the SAI, free of charge:

Contact the Trust at HC Capital Trust, Five Tower Bridge, 300 Barr Harbor Drive, 5th Floor,

West Conshohocken, PA 19428-2970 (or call 800-242-9596)

Other Resources:

Shareholder Reports and the SAI are also available from the SEC’s website at http://www.sec.gov or for a fee, by writing the Public Reference Section, Securities and Exchange Commission, Washington, D.C. 20549-0102, by calling 202-551-8090, or by electronic request to: publicinfo@sec.gov. You can also obtain these items from the Trust’s website at http://www.hccapitalsolutions.com.

Investment Company Act File No. 811-08918.

 


STATEMENT OF ADDITIONAL INFORMATION

HC Advisors Shares

November 1, 2019

HC CAPITAL TRUST

FIVE TOWER BRIDGE, 300 BARR HARBOR DRIVE, 5th FLOOR

WEST CONSHOHOCKEN, PA 19428-2970

This Statement of Additional Information is designed to supplement information contained in the Prospectus relating to HC Capital Trust (“Trust”). The Trust is an open-end, series, management investment company registered under the Investment Company Act of 1940, as amended (“Investment Company Act”). HC Capital Solutions serves as the overall investment adviser to the Trust under the terms of two discretionary investment advisory agreements. It generally oversees the services provided to the Trust. HC Capital Solutions is a separate operating division of Hirtle Callaghan & Co., LLC (the “Adviser”). This document although not a Prospectus, is incorporated by reference in its entirety in the Trust’s Prospectus and should be read in conjunction with the Trust’s Prospectus dated November 1, 2019. A copy of the Prospectus is available by contacting the Trust at (800) 242-9596.

 

    

Ticker Symbol

The Value Equity Portfolio

   HCVPX

The Institutional Value Equity Portfolio

   HCEIX

The Growth Equity Portfolio

   HCGWX

The Institutional Growth Equity Portfolio

   HCIWX

The Small Capitalization—Mid Capitalization Equity Portfolio

   HCSAX

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

   HCISX

The Real Estate Securities Portfolio

   HCRSX

The Commodity Returns Strategy Portfolio

   HCCAX

The ESG Growth Portfolio

   HCSGX

The Catholic SRI Growth Portfolio

   HCSVX

The International Equity Portfolio

   HCIAX

The Institutional International Equity Portfolio

   HCITX

The Emerging Markets Portfolio

   HCEPX

The Core Fixed Income Portfolio

   HCFNX

The Fixed Income Opportunity Portfolio

   HCFOX

The U.S. Government Fixed Income Securities Portfolio

   HCUAX

The Inflation Protected Securities Portfolio

   HCPAX

The U.S. Corporate Fixed Income Securities Portfolio

   HCXAX

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

   HCAAX

The Short-Term Municipal Bond Portfolio

   HCSTX

The Intermediate Term Municipal Bond Portfolio

   HCIBX

The Intermediate Term Municipal Bond II Portfolio

   HCBAX


This Statement of Additional Information does not contain all of the information set forth in the registration statement filed by the Trust with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933. Copies of the registration statement may be obtained at a reasonable charge from the SEC or may be examined, without charge, at its offices in Washington, D.C. The Trust’s Annual Report to Shareholders dated June 30, 2019 accompanies this Statement of Additional Information and is incorporated herein by reference.

The date of this Statement of Additional Information is November 1, 2019.


TABLE OF CONTENTS

 

Statement of Additional Information Heading

   Page      Corresponding Prospectus Heading

Management of the Trust

     3      Additional Information

Further Information About the Trust’s Investment Policies

     26      More Information about Fund Investments and Risks

Investment Restrictions

     59      More Information about Fund Investments and Risks

Additional Purchase and Redemption Information

     61      Additional Information

Portfolio Transactions and Valuation

     61      Additional Information

Additional Information about the Portfolio Managers

     65      Specialist Manager Guide

Dividends, Distributions and Taxes

     105      Additional Information

History of the Trust and Other Information

     112      Additional Information

Proxy Voting

     114      N/A

Independent Registered Public Accounting Firm and Financial Statements

     132      Financial Highlights

Ratings Appendix

     133      N/A


MANAGEMENT OF THE TRUST

GOVERNANCE. The Trust’s Board of Trustees (“Board”) currently consists of five members. A majority of the members of the Board are individuals who are not “interested persons” of the Trust within the meaning of the Investment Company Act; in the discussion that follows, these Board members are referred to as “Independent Trustees.” The remaining Board member is referred to as an “Interested Trustee.” Each Trustee serves until the election and qualification of his or her successor, unless the Trustee sooner resigns or is removed from office.

Day-to-day operations of the Trust are the responsibility of the Trust’s officers, each of whom is elected by, and serves at the pleasure of, the Board. The Board is responsible for the overall supervision and management of the business and affairs of the Trust and of each of the Trust’s separate investment portfolios (each, a “Portfolio” and collectively, the “Portfolios”), including the selection and general supervision of those investment advisory organizations (“Specialist Managers”) retained by the Trust to provide portfolio management services to the respective Portfolios. The Board also may retain new Specialist Managers or terminate particular Specialist Managers, if the Board deems it appropriate to do so in order to achieve the overall objectives of the Portfolio involved. More detailed information regarding the Trust’s use of a multi-manager structure appears in this Statement of Additional Information under the heading “Management of the Trust: Multi-Manager Structure.”

OFFICERS. The table below sets forth certain information about the Trust’s executive officers.

 

NAME, ADDRESS, AND AGE

  

POSITION(S)

HELD WITH

TRUST

  

TERM OF

OFFICE;

TERM

SERVED IN

OFFICE

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS

   NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN

Geoffrey A. Trzepacz

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1975

   President    Indefinite; President since 12/11/18    Mr. Trzepacz is currently the Chief Operating Officer (COO) of the Adviser since January 2018. Prior to January 2018, he served as COO for the Americas for Aberdeen Asset Management.    22

Colette Bergman

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1970

   Vice President & Treasurer    Indefinite; Since 6/12/12    Ms. Bergman is currently a Director of the Adviser. She has been with the Adviser for more than five years.    22

Guy Talarico

Alaric Compliance Services, LLC

150 Broadway, Suite 302

New York, NY 10038

Born: 1955

   Chief Compliance Officer    Indefinite; Since 4/25/13    Mr. Talarico is President and CEO of Alaric Compliance Services, LLC and has been since the company’s inception in 2004.    22

Umar Ehtisham

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1981

   Liquidity Risk Officer    Indefinite; Since 12/1/18    Mr. Ehtisham is currently the Chief Compliance & Risk Officer (CCO) of the Adviser since May 2018. Prior to January 2018, he served as Director & CCO at Cipperman Compliance Services (09/2014 – 05/2018) and Audit Manager at E*Trade Financial (01/2013 – 09/2014).   

Curtis Barnes

Citi Fund Services

4400 Easton Commons, Suite 200

Columbus, OH 43219

Born: 1953

   Secretary    Indefinite; Since 6/05/14    Mr. Barnes is a Senior Vice President and has been with Citi Fund Services Ohio, Inc. since June 1995.    22

 

 

3


INDEPENDENT TRUSTEES. The following table sets forth certain information about the Independent Trustees.

 

NAME, ADDRESS, AND AGE

  

POSITION(S)

HELD WITH

TRUST

  

TERM OF

OFFICE;

TERM

SERVED IN

OFFICE

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS

   NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
  

OTHER

DIRECTORSHIPS

HELD BY

TRUSTEE*

John M. Dyer

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1954

   Trustee    Indefinite; Since 6/18/19    Mr. Dyer is currently a Board member of Cox Enterprises, Inc. (technology, communications and automotive services) (“Cox”) since 2010 and World Wide Technology (technology services) since 2019. Formerly, President and CEO of Cox (2014-2017)    22    None

Jarrett Burt Kling

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1943

   Trustee   

Indefinite;

Since 7/20/95

   For more than the past five years Mr. Kling has been a managing director of CBRE Clarion Securities, LLC, a registered investment adviser.    22    None

Harvey G. Magarick

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1939

   Trustee   

Indefinite;

Since 7/01/04

   Mr. Magarick is retired. Prior to June 3, 2004, he was a partner in the accounting firm of BDO Seidman, LLP.    22    Resource Apartment REIT III, Inc.

R. Richard Williams

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1945

   Trustee and Chairman   

Indefinite;

Trustee since 7/15/99; Chairman since 3/21/17

   Since 2000, Mr. Williams has been the owner of Seaboard Advisers (consulting services).    22   

Franklin Square

Energy and Power

Fund

Richard W. Wortham, III

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1938

   Trustee   

Indefinite;

Since 7/20/95

   Mr. Wortham is currently the Chairman and Chief Executive Officer of The Wortham Foundation and has been a Trustee for more than the past five years.    22   

Oncor Electric

Delivery Company

LLC

INTERESTED TRUSTEE. The following table sets forth certain information about the Interested Trustee.

 

4


NAME, ADDRESS, AND AGE

  

POSITION(S)

HELD WITH

TRUST

  

TERM OF

OFFICE;

TERM

SERVED IN

OFFICE

  

PRINCIPAL
OCCUPATION(S)

DURING PAST FIVE YEARS

   NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
  

OTHER

DIRECTORSHIPS

HELD BY

TRUSTEE*

Geoffrey A. Trzepacz**

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1975

   Trustee and President   

Indefinite;

Since 1/1/19

   Mr. Trzepacz is currently the Chief Operating Officer (COO) of the Adviser since January 2018. Prior to January 2018, he served as COO for the Americas for Aberdeen Asset Management.    22    None

 

*

The information in this column relates only to directorships in companies required to file certain reports with the SEC under the various federal securities laws.

**

Mr. Trzepacz is considered to be “interested” as a result of his present positions with the Adviser or its affiliates.

The Independent Trustees identified in the table above, with the exception of Mr. Dyer, have served together on the Trust’s Board for 14 years. Taken as a whole, the Board represents a broad range of business and investment experience, as well as professional skills. Mr. Magarick has extensive experience in public accounting, tax and internal controls and was previously a Partner with BDO Seidman, LLP. Mr. Kling, who holds a B. S. from the Wharton School of The University of Pennsylvania, has over 40 years of experience in investment management and as a co-founder of CBRE Clarion Securities, LLC, has extensive experience in the distribution of investment products. Mr. Williams brings to the Board the experience of a long term business owner, having founded, owned and operated a company that became, during his tenure, the country’s largest distributor of certain industrial equipment, as well as a market leader in pharmaceutical, commercial construction and other business segments. Mr. Williams currently serves as the Board Chairman. Mr. Wortham has over three decades of executive management experience, having served as a Trustee of The Wortham Foundation, a private philanthropic foundation with assets of approximately $260 million. He is also a life trustee of the Museum of Fine Arts Houston, serving on the executive, finance, investment and audit committees, and is a director of a large electrical transmission and distribution company. Mr. Dyer brings to the Board more than 40 years’ experience in, including executive officer responsibilities as Chief Operating Officer, Chief Financial Officer and Chief Executive Officer of, one of the country’s largest communications, media and cable services providers, Cox Communications. Mr. Dyer currently serves on the Board of Cox. The Interested Trustee, Mr. Trzepacz, was Chief Operating Officer (“COO”) for the Americas for Aberdeen Asset Management prior to joining the Hirtle Callaghan organization, and has served as COO for companies affiliated with Hirtle Callaghan & Co., LLC since January, 2018.

COMMITTEES OF THE BOARD OF TRUSTEES. The Board has established three committees to assist the Trustees in fulfilling their oversight responsibilities.

The Nominating Committee is responsible for the nomination of individuals to serve as Independent Trustees. The Nominating Committee, whose members consist of all of the Independent Trustees, held two meetings during the fiscal year ended June 30, 2019. The Nominating Committee will consider persons submitted by security holders for nomination to the Board. Recommendations for consideration by the Nominating Committee should be sent to the Secretary of the Trust in writing, together with appropriate biographical information concerning each such proposed nominee, at the principal executive office of the Trust. When evaluating individuals for recommendation for Board membership, the Nominating Committee considers the candidate’s knowledge of the mutual fund industry, educational background and experience and the extent to which such experience and background would enable the Board to maintain a diverse mix of skills and qualifications.

The Governance Committee is to periodically review and, as appropriate, make recommendations to the Board regarding matters related to the governance of the Trust. The Governance Committee will, among other things, periodically review the size and composition of the Board, the independence of incumbent Independent Trustees, and the compensation of Board members, as well as oversee the annual Board self-assessment process, which includes a review of the backgrounds, professional experience, qualifications and skills of the Board members. Mr. Kling currently serves as the Governance Committee Chairman. The Governance Committee, whose members consist of all of the Independent Trustees, held four meetings during the fiscal year ended June 30, 2019.

The Audit Committee is responsible for overseeing the audit process and the selection of independent registered public accounting firms for the Trust, as well as providing assistance to the full Board in fulfilling its responsibilities as they relate to fund accounting, tax compliance and the quality and integrity of the Trust’s financial reports. The Audit Committee, whose members consist of all of the Independent Trustees, held three meetings during the fiscal year ended June 30, 2019. Mr. Magarick currently serves as the Audit Committee Chairman.

 

5


Compliance and Risk Oversight Process. The Trustees’ overall responsibility for identifying and overseeing the operational, business and investment risks inherent in the operation of the Trust is handled by the Board as a whole and by the Board’s Audit Committee, particularly with respect to accounting matters. To assist them in carrying out their oversight responsibilities, the Trustees receive, in connection with each of the Board’s regular quarterly meetings, regular reports from the Trust’s Administrator with respect to portfolio compliance, fund accounting matters and matters relating to the computation of the Trust’s net asset value per share. The Trustees also receive reports, at least quarterly, as well as an annual assessment of the Trust’s overall compliance program, from the Trust’s Chief Compliance Officer or “CCO.” These reports, together with presentations provided to the Board at its regular meetings and regular compliance conference calls among the Advisor, the CCO and the Chair of the Board’s Audit Committee held each month in which there is not a quarterly Board meeting, are designed to keep the Board informed with respect to the effectiveness of the Trust’s overall compliance program, including compliance with stated investment strategies, and to help ensure that the occurrence of any event or circumstance that may have a material adverse effect on the Trust are brought promptly to the attention of the Board and that appropriate action is taken to mitigate any such adverse effect. Additionally, both the Board and the Audit Committee meet at least annually with the Trust’s independent public accounting firm. As indicated above, the Audit Committee is comprised solely of Independent Trustees and the Audit Committee and its Chair are regular participants in the compliance and risk oversight process. Mr. Williams, an Independent Trustee, has served as Chairman of the Board since March 2017.

COMPENSATION ARRANGEMENTS. Prior to January 1, 2019, Laura Anne Corsell served as Interested Trustee. Effective January 1, 2019, Mr. Trzepacz was elected by the Board to serve as an Interested Trustee who is not compensated by the Trust. Effective March 26, 2019 and retroactive for each Independent Trustee to January 1, 2019, the Independent Trustees, are each entitled to receive from the Trust (i) a $92,500 retainer per year, payable quarterly; (ii) $10,000 for each regular or special in—person Board meeting attended; (iii) $3,000 for each Committee meeting attended (except if multiple committee meetings are held at the time of a quarterly Board meeting, there would be only one $3,000 committee fee payment); and (iv) $2,500 for each regular or special telephonic meeting attended, plus reimbursement for reasonable out-of-pocket expenses incurred in connection with the Trustee’s attendance at such meetings. The Board Chairman and the Audit Committee Chairman each receives an additional $10,000 annual fee. The Governance Committee Chairman receives an additional $5,000 annual fee. Prior to March 26, 2019, the then Trustees (including former Trustee Corsell prior to January 1, 2019) were each entitled to receive from the Trust (i) a $87,500 retainer per year, payable quarterly; (ii) $10,000 for each regular or special in—person Board meeting attended; (iii) $3,000 for each Committee meeting attended (except if multiple committee meetings are held at the time of a quarterly Board meeting, there would be only one $3,000 committee fee payment); and (iv) $2,500 for each regular or special telephonic meeting attended, plus reimbursement for reasonable out-of-pocket expenses incurred in connection with the Trustee’s attendance at such meetings. The Audit Committee Chairman receives an additional $10,000 annual fee. The Board Chairman receives an additional $10,000 annual fee and the Governance Committee Chairman receives an additional $5,000 annual fee. The Trust’s officers receive no compensation directly from the Trust for performing the duties of their respective offices. Under a Compliance Services Agreement (“Compliance Agreement”) between the Trust and Alaric Compliance Services, LLC (“Alaric”), Alaric makes an Alaric employee available to serve as the Trust’s CCO. For the services provided under the Compliance Agreement, the Trust currently pays Alaric $160,000 per annum, plus certain out of pocket expenses. Alaric pays the salary and other compensation earned by any such individuals as employees of Alaric. The table below shows the aggregate compensation received from the Trust by each of the Trustees during the fiscal year ending June 30, 2019 (excluding reimbursed expenses) and reflects the above compensation arrangements prior to January 1, 2019.

[Table to be updated in 485b filing]

 

NAME

   AGGREGATE
COMPENSATION
FROM TRUST
     PENSION
RETIREMENT
BENEFITS
FROM TRUST
     ESTIMATED
BENEFITS
UPON RETIREMENT
FROM TRUST
     TOTAL
COMPENSATION
FROM TRUST
 

Laura Anne Corsell*

   $ 125,000        none        none      $ 125,000  

John M. Dyer

     **        **        **        **  

Jarrett Burt Kling

   $ 144,750        none        none      $ 144,750  

Harvey G. Magarick

   $ 148,500        none        none      $ 148,500  

R. Richard Williams

   $ 148,500        none        none      $ 148,500  

Richard W. Wortham, III

   $ 138,500        none        none      $ 138,500  

Geoffrey A. Trzepacz**

     N/A        N/A        N/A        N/A  

 

*

Ms. Corsell served as an “interested” Trustee until December 31, 2018.

**

Mr. Dyer became an Interested Trustee on June 18, 2019.

***

As noted above, Mr. Trzepacz receives no compensation from the Trust as Interested Trustee.

 

6


TRUSTEE OWNERSHIP OF SECURITIES OF HC CAPITAL TRUST. The table below sets forth the extent of each Trustee’s beneficial interest in shares of the Portfolios as of December 31, 2018 unless indicated otherwise. For purposes of this table, beneficial interest includes any direct or indirect pecuniary interest in securities issued by the Trust and includes shares of any of the Trust’s Portfolios held by members of a Trustee’s immediate family. As of October [ ], 2019, all of the officers and Trustees of the Trust own, in the aggregate, less than one percent of the outstanding shares of the respective Portfolios of the Trust; officers and Trustees of the Trust may, however, be investment advisory clients of the Adviser and shareholders of the Trust.

[Table to be updated in 485b filing]

 

     JOHN
M. DYER
   JARRETT
BURT
KLING
   HARVEY G.
MAGARICK
   GEOFFREY A.
TRZEPACZ
   R. RICHARD
WILLIAMS
   RICHARD W.
WORTHAM,
III*

The Value Equity Portfolio

   a    b    e       e    a

The Institutional Value Equity Portfolio

   a    a    e       a    a

The Growth Equity Portfolio

   a    b    e       e    a

The Institutional Growth Equity Portfolio

   a    a    e       a    a

The Small Capitalization—Mid Capitalization Equity Portfolio

   a    b    c       a    a

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

   a    a    c       a    a

The Real Estate Securities Portfolio

   a    a    a       a    a

The Commodity Returns Strategy Portfolio

   a    b    a       e    a

The ESG Growth Portfolio

   a    a    a       a    a

The Catholic SRI Growth Portfolio

   a    a    a       a    a

The International Equity Portfolio

   a    b    e       e    a

The Institutional International Equity Portfolio

   a    a    e       a    a

The Emerging Markets Portfolio

   a    b    e       e    a

The Core Fixed Income Portfolio

   a    a    e       a    a

The Fixed Income Opportunity Portfolio

   a    a    e       a    a

The U.S. Government Fixed Income Securities Portfolio

   a    a    a       a    a

The Inflation Protected Securities Portfolio

   a    a    a       a    a

The U.S. Corporate Fixed Income Securities Portfolio

   a    a    a       a    a

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

   a    a    a       a    a

The Short-Term Municipal Bond Portfolio

   a    a    b       a    a

The Intermediate Term Municipal Bond Portfolio

   a    a    e       a    a

The Intermediate Term Municipal Bond II Portfolio

   a    a    c       a    a

AGGREGATE DOLLAR RANGE OF TRUST SHARES

   a    d    e       e    a

NOTE:

a = None

b = $1 - $10,000

c = $10,001 - $50,000

d = $50,001 - $100,000

e = Over $100,000

 

*

Mr. Wortham serves as a trustee for the Wortham Foundation which held shares as of December 31, 2018 of [over $100,000] in The Emerging Markets Portfolio. Mr. Wortham has no beneficial interest in the Foundation.

MULTI-MANAGER STRUCTURE. As noted in the Prospectus, each of the Trust’s Portfolios is authorized to operate on a “multi-manager” basis. This means that a single Portfolio may be managed by more than one Specialist Manager. In selecting Specialist Managers, the Adviser seeks to identify and retain Specialist Managers who have achieved and will continue to achieve superior investment records relative to selected benchmarks; (b) pair Specialist Managers that have complementary investment styles; (c) monitor Specialist Managers’ performance and adherence to stated styles; and (d) effectively allocate Portfolio assets among Specialist Managers. At present, each Portfolio except the U.S. Government Fixed Income Securities, Inflation Protected Securities, U.S. Mortgage/Asset Backed Fixed Income Securities and Short-Term Municipal Bond Portfolios employs the multi-manager structure.

Engagement and Termination of Specialist Managers. The Board is responsible for making decisions with respect to the engagement and/or termination of Specialist Managers based on a continuing quantitative and qualitative evaluation of their skills and proven abilities in managing assets pursuant to specific investment styles. While superior performance is regarded as the ultimate goal, short-term performance by itself is not a significant factor in selecting or terminating Specialist Managers. From time to time, the Adviser

 

7


may recommend, and the Board may consider, terminating the services of a Specialist Manager. The criteria for termination may include, but are not limited to, the following: (a) departure of key personnel from the Specialist Manager’s firm; (b) acquisition of the Specialist Manger by a third party; (c) change in or departure from investment style, or (d) prolonged poor performance relative to the relevant benchmark index.

The Board’s authority to retain Specialist Managers is subject to the provisions of Section 15(a) of the Investment Company Act. Section 15(a) prohibits any person from serving as an investment adviser to a registered investment company unless the written contract has been approved by the shareholders of that company. Rule 15a-4 under the Investment Company Act (“Rule 15a-4”), however, provides for an exception from the provisions of Section 15(a). Rule 15a-4 permits an adviser to provide advisory services to an investment company before shareholder approval is obtained pursuant to the terms of an interim agreement in the event that a prior advisory contract is terminated by action of such company’s board; in such case, a new contract must be approved by such shareholders within 150 days of the effective date of the interim agreement, or such interim agreement will terminate. The Trust has relied upon the provisions of Rule 15a-4 from time to time, as more fully discussed in this Statement of Additional Information under the heading “Management of the Trust: Investment Advisory Arrangements.” Additionally, the Trust has received an order from the SEC that exempts the Trust from the provisions of Section 15(a) and certain related provisions of the Investment Company Act under certain circumstances. This order permits the Trust to enter into portfolio management agreements with Specialist Managers upon the approval of the Board but without submitting such contracts for the approval of the shareholders of the relevant Portfolio. The shareholders of each Portfolio have approved this structure. Unless otherwise permitted by law, the Board will not act in reliance upon such order with respect to any new Portfolio unless the approval of the shareholders of that Portfolio is first obtained. The SEC has proposed a rule that, if adopted, would provide relief from Section 15(a) similar to that currently available only by SEC order. The Board may consider relying upon this rule, if adopted, in connection with the Trust’s multi-manager structure.

Allocation of Assets Among Specialist Managers. The Adviser is responsible for determining the level of assets that will be allocated among the Specialist Managers in those Portfolios that are served by two or more Specialist Managers. The Adviser and the Trust’s officers monitor the performance of both the overall Portfolio and of each Specialist Manager and, from time to time, may make changes in the allocation of assets to the Specialist Managers that serve a particular Portfolio. For example, a reallocation may be made in the event that a Specialist Manager experiences variations in performance as a result of factors or conditions that affect the particular universe of securities emphasized by that investment manager, as a result of personnel changes within the manager’s organization or in connection with the engagement or termination of an additional Specialist Manager for a particular Portfolio.

INVESTMENT ADVISORY ARRANGEMENTS. The services provided to the Trust by the Adviser and by the various Specialist Managers are governed under the terms of written agreements, in accordance with the requirements of the Investment Company Act. Each of these agreements is described below.

The HC Capital Agreements. The services provided to the Trust by the Adviser, described above and in the Prospectus, are governed under the terms of two written agreements with the Trust (“HC Capital Agreements”).

Each HC Capital Agreement provides for an initial term of two years. Thereafter, each HC Capital Agreement remains in effect from year to year so long as such continuation is approved, at a meeting called for the purpose of voting on such continuance, at least annually (i) by the vote of a majority of the Board or the vote of the holders of a majority of the outstanding securities of the Trust within the meaning of Section 2(a)(42) of the Investment Company Act; and (ii) by a majority of the Independent Trustees, by vote cast in person. Each of the HC Capital Agreements may be terminated at any time, without penalty, either by the Trust or by the Adviser, upon sixty days written notice and will automatically terminate in the event of its assignment as defined in the Investment Company Act. The HC Capital Agreements permit the Trust to use the logos and/or trademarks of the Adviser. In the event, however, that the HC Capital Agreements are terminated, the Adviser has the right to require the Trust to discontinue any references to such logos and/or trademarks and to change the name of the Trust as soon as is reasonably practicable. The HC Capital Agreements further provide that the Adviser will not be liable to the Trust for any error, mistake of judgment or of law, or loss suffered by the Trust in connection with the matters to which the HC Capital Agreements relate (including any action of any officer of the Adviser or employee in connection with the service of any such officer or employee as an officer of the Trust), whether or not any such action was taken in reliance upon information provided to the Trust by the Adviser, except losses that may be sustained as a result of willful misfeasance, reckless disregard of its duties, bad faith or gross negligence on the part of the Adviser.

 

8


The dates of the Board and shareholder approvals of the HC Capital Agreements with respect to each Portfolio are set forth as follows:

 

     MOST RECENT CONTRACT APPROVAL  

AGREEMENT RELATING TO:

   SHAREHOLDERS    BOARD  

The Value Equity Portfolio

   December 27, 2006      March 26, 2019  

The Institutional Value Equity Portfolio

   July 18, 2008      March 26, 2019  

The Growth Equity Portfolio

   December 27, 2006      March 26, 2019  

The Institutional Growth Equity Portfolio

   August 8, 2008      March 26, 2019  

The Small Capitalization—Mid Capitalization Equity Portfolio

   December 27, 2006      March 26, 2019  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

   August 15, 2008      March 26, 2019  

The Real Estate Securities Portfolio

   May 14, 2009      March 26, 2019  

The Commodity Returns Strategy Portfolio

   June 2, 2010      March 26, 2019  

The ESG Growth Portfolio

   July 13, 2015      March 26, 2019  

The Catholic SRI Growth Portfolio

   January 4, 2016      March 26, 2019  

The International Equity Portfolio

   December 27, 2006      March 26, 2019  

The Institutional International Equity Portfolio

   November 20, 2009      March 26, 2019  

The Emerging Markets Portfolio

   December 10, 2009      March 26, 2019  

The Core Fixed Income Portfolio

   December 27, 2006      March 26, 2019  

The Fixed Income Opportunity Portfolio

   December 27, 2006      March 26, 2019  

The U.S. Government Fixed Income Securities Portfolio

   November 22, 2010      March 26, 2019  

The Inflation Protected Securities Portfolio

   February 24, 2014      March 26, 2019  

The U.S. Corporate Fixed Income Securities Portfolio

   November 22, 2010      March 26, 2019  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

   November 22, 2010      March 26, 2019  

The Short-Term Municipal Bond Portfolio

   December 27, 2006      March 26, 2019  

The Intermediate Term Municipal Bond Portfolio

   December 27, 2006      March 26, 2019  

The Intermediate Term Municipal Bond II Portfolio

   July 13, 2010      March 26, 2019  

Portfolio Management Contracts with Specialist Managers. The provision of portfolio management services by the various Specialist Managers is governed by individual investment advisory contracts (each, a “Portfolio Management Contract”) between the relevant Specialist Manager and the Trust. Each of the Portfolio Management Contracts includes a number of similar provisions. Each Portfolio Management Contract provides that the named Specialist Manager will, subject to the overall supervision of the Board, provide a continuous investment program for the assets of the Portfolio to which such contract relates, or that portion of such assets as may be, from time, to time allocated to such Specialist Manager. Under their respective contracts, each Specialist Manager is responsible for the provision of investment research and management of all investments and other instruments and the selection of brokers and dealers through which securities transactions are executed. Each of the contracts provides that the named Specialist Manager will not be liable to the Trust for any error of judgment or mistake of law on the part of the Specialist Manager, or for any loss sustained by the Trust in connection with the purchase or sale of any instrument on behalf of the named Portfolio, except losses that may be sustained as a result of willful misfeasance, reckless disregard of its duties, bad faith or gross negligence on the part of the named Specialist Manager. Each of the Portfolio Management Contracts provides that it will remain in effect for an initial period of two years and then from year to year so long as such continuation is approved, at a meeting called to vote on such continuance, at least annually: (i) by the vote of a majority of the Board or the vote of the holders of a majority of the outstanding securities of the Trust within the meaning of Section 2(a)(42) of the Investment Company Act; and (ii) by a majority of the Independent Trustees, by vote cast in person, and further, that the contract may be terminated at any time, without penalty, either by the Trust or by the named Specialist Manager, in each case upon sixty days’ written notice. Each of the Portfolio Management Contracts provides that it will automatically terminate in the event of its assignment, as that term is defined in the Investment Company Act. The Portfolio Management Contracts and the Portfolios to which they relate are listed on the following pages:

 

PORTFOLIO

  

SPECIALIST MANAGER

   SERVED
PORTFOLIO
SINCE
   MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
   MOST RECENT
CONTRACT
APPROVAL
BOARD

The Value Equity Portfolio

   Mellon Investments Corporation (“Mellon”)***    August 2, 2013    August 2, 2013    December 11, 2018
   Cadence Capital Management LLC (“Cadence”)    August 20, 2013    September 30, 2013    September 11, 2018
   Parametric Portfolio Associates LLC (“Parametric”)—Defensive Equity Strategy    July 18, 2014    July 18, 2014    June 18, 2019
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018    Not Applicable    March 26, 2019

 

9


PORTFOLIO

  

SPECIALIST MANAGER

   SERVED
PORTFOLIO
SINCE
   MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
   MOST RECENT
CONTRACT
APPROVAL
BOARD

The Institutional Value Equity Portfolio

   Mellon***    August 2, 2013    August 2, 2013    December 11, 2018
   Cadence    August 20, 2013    September 30, 2013    September 11, 2018
   Pacific Investment
Management Company LLC (“PIMCO”)
   April 22, 2009    December 5, 2008    June 18, 2019
   Parametric–Defensive Equity Strategy    July 18, 2014    July 18, 2014    June 18, 2019
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   PIMCO-Parametric—RAFI US Multifactor Strategy†    December 20, 2018    Not Applicable    December 11, 2018

The Growth Equity Portfolio

   Jennison Associates LLC (“Jennison”)    August 25, 1995    April 30, 2012    June 18, 2019
   Mellon***    August 2, 2013    August 2, 2013    December 11, 2018
   Cadence    September 30, 2013    September 30, 2013    September 11, 2018
   Parametric–Defensive Equity Strategy    July 18, 2014    July 18, 2014    June 18, 2019
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018    Not Applicable    March 26, 2019

 

10


PORTFOLIO

  

SPECIALIST MANAGER

   SERVED
PORTFOLIO
SINCE
  MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
   MOST RECENT
CONTRACT
APPROVAL
BOARD

The Institutional Growth Equity Portfolio

   Jennison    Inception

(August 8, 2008)

  April 30, 2012    June 18, 2019
   Mellon***    August 2, 2013   August 2, 2013    December 11, 2018
   Cadence    September 30, 2013   September 30, 2013    September 11, 2018
   PIMCO    April 22, 2009   December 5, 2008    June 18, 2019
   Parametric–Defensive Equity Strategy    July 18, 2014   July 18, 2014    June 18, 2019
   Parametric—Liquidity Strategy    March 19, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019
   PIMCO-Parametric—RAFI US Multifactor Strategy†    December 20, 2018   Not Applicable    December 11, 2018

The Small Capitalization—Mid Capitalization Equity Portfolio

   Frontier Capital Management Company, LLC (“Frontier”)    Inception

(September 5, 1995)

  Not Applicable    September 11, 2018
   Mellon***    August 2, 2013   August 2, 2013    December 11, 2018
   Cadence    September 30, 2013   September 30, 2013    September 11, 2018
   Parametric- Liquidity Strategy    March 19, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018   Not Applicable    March 26, 2019

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

   Frontier    Inception

(August 15, 2008)

  Not Applicable    September 11, 2018
   Mellon***    August 2, 2013   August 2, 2013    December 11, 2018
   Cadence    September 30, 2013   September 30, 2013    September 11, 2018
   Parametric—Liquidity Strategy    March 19, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 26, 2019

The Real Estate Securities Portfolio

   Wellington Management Company LLP (“Wellington Management”)    May 21, 2009   May 14, 2009    December 11, 2018
   Mellon***    August 2, 2013   August 2, 2013    March 26, 2019
   Cadence    September 30, 2013   September 30, 2013    September 11, 2018
   Parametric—Liquidity Strategy    March 19, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019

The Commodity Returns Strategy Portfolio

   Wellington Management    Inception

(June 8, 2010)

  June 2, 2010    December 11, 2018
   PIMCO    Inception

(June 3, 2011)

  June 3, 2011    June 18, 2019
   Mellon***    August 2, 2013   August 2, 2013    March 26, 2019
   Cadence    September 30, 2013   September 30, 2013    September 11, 2018
   Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”)    March 29, 2016   Not Applicable    June 18, 2019
   Parametric—Liquidity Strategy    March 10, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018   Not Applicable    March 26, 2019

 

11


PORTFOLIO

  

SPECIALIST MANAGER

   SERVED
PORTFOLIO
SINCE
  MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
   MOST RECENT
CONTRACT
APPROVAL
BOARD

The ESG Growth Portfolio

   Agincourt Capital Management, LLC (“Agincourt”)    July 13, 2015   Not Applicable    March 26, 2019
   Mellon***    July 13, 2015   Not Applicable    June 18, 2019
   Parametric—Liquidity Strategy    July 13, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019

The Catholic SRI Growth Portfolio

   Agincourt    January 4, 2016   Not Applicable    March 26, 2019
   Mellon***    January 4, 2016   Not Applicable    June 18, 2019
   Parametric—Liquidity Strategy    January 4, 2016   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019

The International Equity Portfolio

   Artisan Partners Limited Partnership (“Artisan Partners”)    July 23, 1999   May 30, 2008    December 11, 2018
   Causeway Capital Management LLC (“Causeway”)    May 22, 2006   May 15, 2006    December 11, 2018
   Mellon***    August 2, 2013   August 2, 2013    March 26, 2019
   Cadence—Emerging    August 8, 2014   September 30, 2013    September 11,
2018
   Cadence—Developed    August 8, 2014   Not Applicable    September 11,
2018
   City of London Investment Management Company Limited (“CLIM”)    January 23, 2015   January 23, 2015    March 26, 2019
   Parametric—Liquidity Strategy    March 10, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018   Not Applicable    March 18, 2019

The Institutional International Equity Portfolio

   Artisan Partners    Inception

(November 20, 2009)

  November 20, 2009    December 11, 2018
   Causeway    Inception

(November 20, 2009)

  November 20, 2009    December 11, 2018
   Lazard Asset Management LLC (“Lazard”)    September 27, 2011   September 23, 2011    December 11, 2018
   Mellon***    August 2, 2013   August 2, 2013    March 26, 2019
   Cadence—Emerging    August 8, 2014   September 30, 2013    September 11,
2018
   Cadence—Developed    August 8, 2014   Not Applicable    September 11,
2018
   Parametric—Liquidity Strategy    March 10, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019
   CLIM    January 23, 2015   January 23, 2015    March 26, 2019

The Emerging Markets Portfolio

   Mellon (Active)***    March 16, 2010   December 10, 2009    March 13, 2018
   Mellon (Passive)***    August 2, 2013   August 2, 2013    March 26, 2019
   Cadence    September 30, 2013   September 30, 2013    September 11,
2018
   Parametric—Liquidity Strategy    March 10, 2015   Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016   Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018   Not Applicable    March 26, 2019
   CLIM    January 23, 2015   January 23, 2015    March 26, 2019
   RBC Global Asset Management (UK) Limited (“RBC GAM”)    July 29, 2016   July 29, 2016    December 11, 2018

The Core Fixed Income Portfolio

   Mellon***    December 6, 2010   November 30, 2010    March 26, 2019
   Agincourt    March 10, 2015   Not Applicable    March 26, 2019

The Fixed Income

   Mellon***    August 22, 2013   Not Applicable    March 26, 2019

 

12


PORTFOLIO

  

SPECIALIST MANAGER

   SERVED
PORTFOLIO
SINCE
   MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
  MOST RECENT
CONTRACT
APPROVAL
BOARD

Opportunity Portfolio

   Fort Washington Investment Advisors, Inc. (“Fort Washington”)    May 24, 2012    April 30, 2012   March 26, 2019
   Western Asset Management Company, LLC (“WAMCO”)    July 28, 2014    August 29, 2014*   March 26, 2019
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable   June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable   June 18, 2019
   CLIM    November 3, 2014    January 23, 2015**   March 26, 2019

The U.S. Government Fixed Income Securities Portfolio

   Mellon***    December 6, 2010    November 22, 2010   March 26, 2019

The Inflation Protected Securities Portfolio

   Mellon***    February 24, 2014    Not Applicable   March 26, 2019

The U.S. Corporate Fixed

   Agincourt    March 10, 2015    Not Applicable   March 26, 2019

Income Securities Portfolio

   Mellon***    August 22, 2013    Not Applicable   March 26, 2019

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

   Mellon***    January 8, 2013    Not Applicable   March 26, 2019

The Short-Term Municipal Bond Portfolio

   Breckinridge Capital Advisors, Inc. (“Breckinridge”)    March 1, 2006    February 28, 2006   March 26, 2019

The Intermediate Term Municipal Bond Portfolio

   Mellon***    December 5, 2008    February 6, 2009   March 26, 2019
   CLIM****    June 12, 2018    July 27, 2018   June 18, 2019

The Intermediate Term Municipal Bond II Portfolio

   Breckinridge    July 13, 2010    July 13, 2010   March 26, 2019
   CLIM****    June 12, 2018    July 27, 2018   June 18, 2019

 

*

Prior to August 29, 2014 and in reliance on an order issued by the Securities and Exchange Commission, the Trust has entered into the Portfolio Management Agreement based solely on the approval of the Board and without direct approval by the shareholders of the Portfolio. On August 29, 2014, shareholders of the Portfolio approved a new Portfolio Management Agreement that provided for an increase in the Specialist Manager fee to 0.75% payable to WAMCO beginning August 29, 2014.

**

Prior to January 23, 2015 and in reliance on Rule 15a-4, the Trust had entered into an Interim Portfolio Management Agreement based solely on the approval of the Board and without direct approval by the shareholders of the Portfolio. On January 23, 2015, shareholders of the Portfolio approved a final Portfolio Management Agreement having identical terms as those of the Interim Portfolio Management agreement dated November 3, 2014.

***

Effective January 2, 2019, BNY Mellon Asset Management North America Corporation changed its name to Mellon Investments Corporation. Prior to February 1, 2018, BNY Mellon AMNA was formerly known as Mellon Capital Management Corporation (“Mellon Capital”) which reorganized to combine and include two other BNY Mellon-Affiliated Specialist Managers, Standish Mellon Asset Management Company, LLC (“Standish”) and The Boston Company Asset Management LLC (“TBCAM”) (the “BNY Mellon Reorganization”). Prior to the BNY Mellon Reorganization, (i) TBCAM served as a Specialist Manager for the portion of The Emerging Markets Portfolio allocated to TBCAM and (ii) Standish served as a Specialist Manager for The Intermediate Term Municipal Bond Portfolio. With respect to The Emerging Markets Portfolio, Mellon (Active) represents the actively managed strategy services formerly provided by TBCAM and Mellon (Passive) represents the passively managed strategy services formerly provided by Mellon Capital. Effective March 26, 2019, the Emerging Markets Portfolio’s Portfolio Management Agreement with Mellon (formerly TBCAM) with respect to actively managed strategy services was terminated.

****

In reliance on an order issued by the Securities and Exchange Commission, the Trust entered into the Portfolio Management Agreement based solely on the approval of the Board and without direct approval by the shareholders of the Portfolio. On July 27, 2018, shareholders of the Portfolio approved an amendment to the Portfolio Management Agreement.

The Portfolio entered into the Portfolio Management Agreement with PIMCO, as Specialist Manager . The Sub-adviser Agreement between Specialist Manager PIMCO and sub-adviser Parametric addresses terms with respect to services to be rendered to the Portfolio.

 

13


INVESTMENT ADVISORY FEES: The following table sets forth the advisory fees received by the Adviser from each of the Portfolios, calculated at an annual rate of 0.05% of each of the Portfolio’s average daily net assets, for services rendered during the periods indicated (amounts in thousands).

 

     FISCAL YEAR
ENDED
June 30, 2019
     FISCAL YEAR
ENDED
June 30, 2018
     FISCAL YEAR
ENDED
June 30, 2017
 

The Value Equity Portfolio

      $ 310      $ 304  

The Institutional Value Equity Portfolio

      $ 432      $ 377  

The Growth Equity Portfolio

      $ 407      $ 386  

The Institutional Growth Equity Portfolio

      $ 567      $ 496  

The Small Capitalization—Mid Capitalization Equity Portfolio

      $ 55      $ 53  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

      $ 79      $ 71  

The Real Estate Securities Portfolio

      $ 62      $ 59  

The Commodity Returns Strategy Portfolio

      $ 427      $ 431  

The ESG Growth Portfolio

      $ 80      $ 67  

The Catholic SRI Growth Portfolio

      $ 15      $ 12  

The International Equity Portfolio

      $ 653      $ 604  

The Institutional International Equity Portfolio

      $ 1,305      $ 1,143  

The Emerging Markets Portfolio

      $ 902      $ 854  

The Core Fixed Income Portfolio

      $ 40      $ 44  

The Fixed Income Opportunity Portfolio

      $ 342      $ 330  

The U.S. Government Fixed Income Securities Portfolio

      $ 109      $ 107  

The Inflation Protected Securities Portfolio

      $ 189      $ 180  

The U.S. Corporate Fixed Income Securities Portfolio

      $ 134      $ 127  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

      $ 96      $ 92  

The Short-Term Municipal Bond Portfolio

      $ 15      $ 9  

The Intermediate Term Municipal Bond Portfolio

      $ 197      $ 195  

The Intermediate Term Municipal Bond II Portfolio

      $ 39      $ 37  

 

14


SPECIALIST MANAGER FEES. In addition to the fees paid by the Trust to the Adviser, each of the Portfolios pays a fee to its Specialist Manager(s). For each Portfolio, the Specialist Managers receive a fee based on a specified percentage of that portion of the Portfolio’s assets allocated to that Specialist Manager. The rate at which these fees are calculated is set forth in the Trust’s Prospectus. The following table sets forth the actual investment advisory fee received from the specified Portfolio by each of its respective Specialist Managers for services rendered during each of the Trust’s last three fiscal years (amounts in thousands):

 

PORTFOLIO   

SPECIALIST MANAGER

   2019      2018      2017  

The Value Equity Portfolio

                            
   AllianceBernstein(1)       $ 567      $ 690  
   Mellon(5)       $ 34      $ 36  
   Cadence(20)       $ 196      $ 189  
   Parametric(21)       $ 84      $ 43  

The Institutional Value Equity Portfolio

           
   AllianceBernstein(1)       $ 763      $ 906  
   PIMCO(13)         **        **  
   Mellon(5)       $ 123      $ 49  
   Cadence(20)       $ 237      $ 211  
   Parametric(21)       $ 53      $ 57  

The Growth Equity Portfolio

   Jennison(2)       $ 538      $ 464  
   SGA(3)       $ 604      $ 740  
   Mellon(5)       $ 194      $ 189  
   Cadence(20)         **        **  
   Parametric(21)       $ 104      $ 44  

The Institutional Growth Equity Portfolio

   Jennison(2)       $ 750      $ 572  
   SGA(3)       $ 623      $ 727  
   PIMCO(13)         **        **  
   Mellon(5)       $ 383      $ 290  
   Cadence(20)         **        **  
   Parametric(21)       $ 26      $ 50  

The Small Capitalization—Mid Capitalization Equity Portfolio

   Frontier(4)       $ 173      $ 150  
   Mellon(5)       $ —        $ 1  
   RMB/IronBridge(6)       $ 177      $ 253  
   Pzena(7)       $ 78      $ 69  
   Ariel(19)       $ 69      $ 66  
   Advisory Research/Cupps(16)       $ 139      $ 120  
   Cadence(20)         **        **  
   Parametric(21)       $ 20      $ 13  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

   Frontier(4)       $ 250      $ 210  
   Mellon(5)       $ 9      $ 1  
   RMB/IronBridge(6)       $ 318      $ 377  
   Pzena(7)       $ 86      $ 80  
   Ariel(19)         **        **  
   Advisory Research/
Cupps(16)
      $ 204      $ 166  
   Cadence(20)         **        **  
   Parametric(21)       $ 16      $ 15  

The Real Estate Securities Portfolio

   Wellington Management(8)       $ 731      $ 740  
   Mellon(5)         **        **  
   Cadence(20)         **        **  
   Parametric(21)       $ 19      $ 13  

The Commodity Returns Strategy Portfolio

   Wellington Management (Commodity)(8)       $ 206      $ 191  
   Wellington Management (Global Natural Resources)(8)       $ 1,069      $ 1,308  
   PIMCO(13)       $ 106      $ 106  
   Mellon(5)       $ 526      $ 486  
   Cadence(20)         **        **  
   Vaughan Nelson(25)       $ 94      $ 91  
   Parametric(21)       $ 66      $ 58  

 

15


PORTFOLIO   

SPECIALIST MANAGER

   2019      2018      2017  

The ESG Growth Portfolio

   Agincourt(25)                          **        **  
   Cadence(20)       $ 123      $ 123  
   Mellon(5)       $ 65      $ 56  
   Parametric(21)       $ 7      $ 4  

The Catholic SRI Growth Portfolio

   Agincourt(25)         **        **  
   Cadence(20)       $ 23      $ 19  
   Mellon(5)       $ 12      $ 9  
   Parametric(21)         **        **  

The International Equity Portfolio

   CapGuardian(9)       $ —        $ 26  
   Artisan Partners(10)       $ 1,110      $ 939  
   Causeway(11)       $ 2,082      $ 1,705  
   Mellon(5)       $ **      $ 1  
   Cadence(20)       $ 637      $ 607  
   CLIM(23)         **        **  
   Parametric(21)       $ 36      $ 62  

The Institutional International Equity Portfolio

   CapGuardian(9)       $ —        $ 26  
   Artisan Partners(10)       $ 1,397      $ 1,120  
   Causeway(11)       $ 2,304      $ 1,876  
   Lazard(17)       $ 1,032      $ 864  
   Mellon(5)       $ —        $ 10  
   Cadence(20)       $ 1,390      $ 1,249  
   CLIM(23)       $ 574      $ 437  
   Parametric(21)       $ 91      $ 112  

The Emerging Markets Portfolio

           
   Mellon (Active)(12)       $ 4,805      $ 4,802  
   Mellon (Passive)(5)       $ 727      $ 962  
   Cadence(20)         **        **  
   CLIM(23)         **        **  
   Parametric(21)       $ 48      $ 47  
   RBC GAM(26)       $ 2,477      $ 302  

The Core Fixed Income Portfolio

           
   Mellon (5)       $ 27      $ 26  
   Agincourt(24)       $ 25      $ 29  

The Fixed Income Opportunity Portfolio

   Fort Washington(18)       $ 901      $ 877  
   Mellon(5)       $ **      $ **  
   WAMCO(22)       $ 1,189      $ 1,058  
   CLIM(23)       $ **      $ 1  
   Parametric(21)       $ 56      $ 59  

The U.S. Government Fixed Income Securities Portfolio

   Mellon (5)       $ 128      $ 117  

The Inflation Protected Securities Portfolio

   Mellon(5)       $ 146      $ 137  

The U.S. Corporate Fixed Income Securities Portfolio

           
   Mellon(5)         **        **  
   Agincourt(24)       $ 194      $ 169  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

   Mellon(5)       $ 110      $ 104  

The Short-Term Municipal Bond Portfolio

   Breckinridge(14)       $ 37      $ 23  

The Intermediate Term Municipal Bond Portfolio

   Mellon(15)       $ 627      $ 614  
   CLIM(23)       $ **      $ —    

The Intermediate Term Municipal Bond II Portfolio

   Breckinridge(14)                        $ 94      $ 87  
   CLIM(23)       $ **      $ —    

 

16


 

**

The Specialist Manager was under contract but did not provide any portfolio management services to the Portfolio during the period.

(1) 

The Portfolio Management Contract between AllianceBernstein L.P. (“AllianceBernstein”) and the Trust with respect to The Value Equity and The Institutional Value Equity Portfolios were terminated effective May 15, 2018. Prior to May 15, 2018, for its services to The Value Equity and The Institutional Value Equity Portfolios, AllianceBernstein was compensated at an annual rate of 0.37% of the first $150 million in total Combined Assets, 0.35% of the next $150 million of Combined Assets and 0.29% of the Combined Assets exceeding $300 million. For purposes of calculating fees, the term “Combined Assets” meant the sum of: (a) the net assets of The Value Equity and The Institutional Value Equity Portfolios managed by AllianceBernstein and (b) other assets managed by AllianceBernstein, for certain other clients of the Adviser within the same strategy.

(2) 

For its services to The Growth Equity and The Institutional Growth Equity Portfolios, Jennison is compensated for it services to each Portfolio at an annual rate of 0.75% on the first $10 million of Combined Assets (see the Specialist Manager section of the Prospectus for the definition of Combined Assets), 0.50% on the next $30 million of such Combined Assets; 0.35% of the next $25 million of such Combined Assets; 0.25% on the next $335 million of such Combined Assets; 0.22% of the next $600 million of such Combined Assets; 0.20% on the next $4 billion of such Combined Assets; and 0.25% on the balance of such Combined Assets; subject to a maximum annual fee of 0.30% of the average daily net assets of the portion of the Portfolios allocated to Jennison.

(3) 

The Portfolio Management Contract between Sustainable Growth Advisers (“SGA”) and the Trust with respect to The Growth Equity and The Institutional Growth Equity Portfolios were terminated effective May 15, 2018. Prior to May 15, 2018, for its services to The Growth Equity and The Institutional Growth Equity Portfolios, SGA was compensated at an annual rate of 0.35% of the first $200 million of the Combined Assets (as defined below), 0.30% of the next $200 million of Combined Assets, 0.25% of the next $200 million of Combined Assets, 0.22% of the next $400 million of Combined Assets and 0.20% of the Combined Assets exceeding $1 billion. The term “Combined Assets” means the sum of (i) the net assets of the Account; (ii) the net assets of that portion of the Portfolios allocated to SGA from time-to-time; and (iii) the net assets of each other investment advisory account for which Hirtle Callaghan & Co. serves as investment adviser and for which SGA provides portfolio management services.

(4) 

For its services to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios, Frontier receives an annual fee for the asset class of 0.75% for all assets allocated to it in excess of $90 million of the Combined Assets (as defined below), and an annual fee of 0.45% on the first $90 million of such Combined Assets. The term “Combined Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Frontier from time-to-time along with the net assets of each of those separately managed accounts advised by Hirtle Callaghan & Co. LLC for which Portfolio Manager provides day-to-day portfolio management services.

(5) 

For its services to The Core Fixed Income Portfolio (US Government and US Mortgage/Asset Backed sleeves), The U.S. Government Fixed Income Securities Portfolio and The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio, Mellon receives a fee based on the average daily net asset value of that portion of the assets of the Portfolios managed by it, at an annual rate of 0.06%. For its services to The Core Fixed Income Portfolio (US Corporate sleeve) and The U.S. Corporate Fixed Income Securities Portfolio, Mellon receives a fee based on the average daily net asset value of that portion of the assets of the Portfolios managed by it, at an annual rate of 0.15%. For its services to The Fixed Income Opportunity Portfolio, Mellon receives a fee based on the average daily net asset value of that portion of the assets of the Portfolios managed by it, at an annual rate of 0.25%.

Effective December 11, 2018, for its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio (the “Portfolios”), Mellon receives a fee from each Portfolio, calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, so long as the aggregate assets allocated to Mellon (“Combined Mellon Assets” as defined below) exceed $2 billion, at the following annual rate of: 0.04% of assets committed to Mellon’s Index Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.065%); 0.065% of the assets committed to Mellon’s Factor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.075%); and, with respect to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio, 0.08% of the assets committed to Mellon’s U.S. MultiFactor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.010%). The term “Combined Mellon Assets” means the sum of: (a) the net assets of the Portfolios, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Mellon; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Mellon provides portfolio management services using the strategies employed in the Trust Portfolios. Prior to December 11, 2018, Mellon received a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.065% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the

 

17


Adviser and certain of its affiliates besides the Trust) exceed $2 billion. If such aggregate assets had fallen below $2 billion, the fee would have been calculated at an annual rate of 0.075%.

For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, Mellon receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Mellon receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%.

For its services to The Emerging Markets Portfolio, Mellon receives a fee from the Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.13% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%.

For its services to The Inflation Protected Securities Portfolio, Mellon receives a fee from the Portfolio at an annual rate of: 0.04% of the average daily net assets of that portion of the Account invested according to a domestic inflation-protected securities strategy; 0.07% of the average daily net assets of that portion of the Account invested according to a global inflation-protected securities strategy; and 0.13% of the average daily net assets of that portion of the Account invested according to an emerging markets inflation-protected securities strategy.

For its services to each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, effective June 23, 2018, Mellon receives a fee of 0.16% of the average daily net assets of that portion of the assets of each Portfolio managed by it. Prior to June 23, 2018, for its services to each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, Mellon received, effective December 5, 2017 for The Catholic SRI Growth Portfolio, a fee calculated based on the average daily net assets of that portion of the assets of each Portfolio managed by it based on the asset class in which assets of the account are invested, as set forth below. In each case, the annual rate set forth is applied to the average daily net assets of that portion of each Portfolio’s assets allocated to the designated asset class (“Designated Assets”): Domestic Large Cap Equity Securities at the rate of 0.09% of the net asset value of Designated Assets for the first 36 months of The ESG Growth Portfolio’s operations following June 23, 2015 and for the first 36 months of The Catholic SRI Growth Portfolio’s operations following December 15, 2015 (each the “Effective Date”, respectively), and, after The ESG Growth Portfolio’s third anniversary and The Catholic SRI Growth Portfolio’s third anniversary of the Effective Date, (i) at the rate of 0.12% of the net asset value of Designated Assets if the net asset value of such assets is less than $100 million; and (ii) at the rate of 0.09% of the net asset value of Designated Assets if the net asset value of such assets equals or exceeds $100 million. Developed Markets International Equity Securities at the rate of 0.14% of the net asset value of Designated Assets for the first 36 months of The ESG Growth Portfolio’s operations following June 23, 2015 and for the first 36 months of The Catholic SRI Growth Portfolio’s operations following December 15, 2015 (each the “Effective Date”, respectively), and, after The ESG Growth Portfolio’s third anniversary and The Catholic SRI Growth Portfolio’s third anniversary of the Effective Date, (i) at the rate of 0.20% of the net asset value of Designated Assets if the net asset value of such assets is less than $100 million; and (ii) at the rate of 0.14% of the net asset value of Designated Assets if the net asset value of such assets equals or exceeds $100 million. Provided that, in each case of Domestic Large Cap Equity Securities and Developed Markets International Equity Securities, that an adjustment in the rate at which the fee is computed will be implemented: (i) on the first business day of the calendar quarter following the date on which the value of Designated Assets crosses the breakpoints set forth in the above schedule; and (ii) in the case of an increase in the rate at which the fee is computed, such increase will only be implemented in the event that the change in the net asset value of the Designated Assets is the result of net withdrawals or net redemptions from the Account during the prior quarter. Domestic Small and Mid Cap Equity Securities at the rate of 0.12% of the net asset value of Designated Assets. Emerging Markets International Equity Securities at the rate of 0.18% of the net asset value of Designated Assets.

 

(6) 

The Portfolio Management Contracts between RMB Capital Management L.L.C.(“RMB”) and the Trust with respect to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios were terminated effective May 15, 2018. Prior to May 15, 2018, for its services to The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, RMB, which succeeded IronBridge Capital Management L.P. (“IronBridge”) as Specialist Manager of the Portfolios on June 24, 2017, was compensated, at an annual rate of 0.70% of the average daily net assets of that portion of the respective Portfolios allocated to RMB. Prior to June 24, 2017, IronBridge was entitled to receive a fee of 0.70% and received the fees for such periods indicated above. Prior to September 23,

 

18


2015, IronBridge was entitled to receive a fee of 0.95% of the average daily net assets of that portion of the Portfolios allocated to IronBridge and received such fee as indicated above.

(7) 

As of September [    ], 2019, the Portfolio Management Contracts between Pzena Investment Management, LLC (“Pzena”) and the Trust were terminated. Prior to September [    ], 2019, Pzena provided services to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios and was compensated at an annual rate of 1.00% of the average net assets of each respective Portfolio assigned to Pzena.

(8) 

For its services to The Real Estate Securities Portfolio, Wellington Management is compensated at an annual rate of 0.75% on the first $50 million of the average daily net Combined Assets (see the Specialist Manager section of the Prospectus for the definition of Combined Assets) and 0.65% on Combined Assets over $50 million. With respect to The Commodity Returns Strategy Portfolio, for assets managed in its Global Natural Resources strategy (the “Account”), Wellington Management receives a fee calculated daily and payable monthly in arrears at the annual rate, of 0.60% of the average daily net assets of the Account so long as at least $150 million in assets are present in the Account; and 0.85% of the average daily net assets of the Account if less than $150 million in assets are present in the Account. For the twelve month period ending November 1, 2018, Wellington Management’s fee for its Global Natural Resources strategy was being voluntarily waived to 0.25% of the average daily net assets of the account. For assets managed in its Commodity strategy, Wellington Management receives a fee at an annual rate of 0.75% of the average daily net assets of that portion of the Portfolio’s assets allocated to such strategy.

(9) 

As of October 14, 2016, the Portfolio Management Contracts between Capital Guardian Trust Company (“CapGuardian”) and the Trust were terminated. Prior to October 14, 2016, CapGuardian provided services to The International Equity Portfolio and The Institutional International Equity Portfolio and was compensated at an annual rate of 0.70% for the first $25 million of the average of the average daily net asset values of the Account as of the last business day of each of the three months in the calendar quarter, 0.55% for the next $25 million, 0.425% for the next $200 million in such assets and 0.375% for those assets in excess of $250 million. There was a minimum annual fee of $312,500 based upon an account size of $50 million. The following fee discounts could have been applied based upon the total annualized aggregate fees (include other assets managed by CapGuardian); 5% discount on fees from $1.25 million to $4 million; 7.5% discount on fees from $4 million to $8 million; 10% discount on fees from $8 million to $12 million; and 12.5% discount on fees over $12 million. When the total aggregate fees exceeded $3 million, before discounts, fee break points were to be eliminated and the Portfolios would have paid a fee at an annual rate of 0.375% on all assets in the Portfolios managed by CapGuardian.

(10) 

Effective January 1, 2017, for its services to The International and Institutional International Equity Portfolios, Artisan Partners receives a fee, calculated and payable monthly, in arrears, at an annual rate of 0.47% of the average daily net assets allocated to Artisan Partners so long as the Combined Assets (as defined below) are greater than $500 million. If the Combined Assets are reduced to $500 million or less due to withdrawals or redemptions, beginning with the first calendar month following the date on which such withdrawal or redemption reduced such Combined Assets to $500 million or less, the fee shall be calculated daily and paid monthly, in arrears, at an annual rate of 0.80% of the first $50 million of Combined Assets and 0.60% of Combined Assets in excess of $50 million. If the Combined Assets subsequently increase to more than $500 million due to contributions, and the net contributions over time are at least $500 million, beginning with the first calendar month following the date on which such increase occurred, the fee shall be at the annual rate of 0.47% of the average daily net assets allocated to Artisan Partners. For purposes of computing Artisan Partners’ fee, the term “Combined Assets” shall mean the sum of: (a) the net assets of The International Equity Portfolio of the HC Capital Trust managed by Artisan Partners; and (b) the net assets of The Institutional International Equity Portfolio of the HC Capital Trust managed by Artisan Partners. Prior to January 1, 2017, the fees payable to Artisan Partners were calculated separately for each Portfolio.

(11) 

For its services to The International Equity and The Institutional International Equity Portfolios, Causeway is compensated at an annual rate of 0.45% of the average net assets of The International Equity and The Institutional International Equity Portfolios allocated to Causeway.

(12) 

Effective March 26, 2019, the Emerging Markets Portfolio’s Active Management Portfolio Management Agreement with Mellon was terminated. Prior to March 26, 2019, for its Active Management services to The Emerging Markets Portfolio, Mellon was compensated at an annual rate of 0.90% of average net assets for the first $50 million in Portfolio assets, 0.85% for the next $50 million in such assets, 0.70% for the next $100 million in such assets, 0.55% on the next $200 million in such assets, and 0.50% for such assets over $400 million.

(13) 

For its services to The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio with respect to its Enhanced Index Strategy, PIMCO is compensated at an annual rate of 0.25% of the average net assets of each Portfolio assigned to PIMCO. With respect to The Commodity Returns Strategy Portfolio, PIMCO is compensated at an annual rate of 0.49% of that portion of the Portfolio allocated to PIMCO. For its services to The Institutional Value Equity and The Institutional Growth Equity Portfolios with respect to the RAFI US Multifactor Strategy, PIMCO receives an annual fee from each Portfolio, at the annual rate of 0.175% of the first $600 million of the Combined RAFI US Multifactor Strategy Assets (as defined below); 0.15% on the next $700 million of Combined RAFI US Multifactor Strategy Assets; and 0.125% on Combined RAFI US Multifactor Strategy Assets over $1.3 billion. Should these aggregate assets not reach or fall below $600 million, PIMCO’s fee will be calculated at an annual rate of 0.20%; however, for the twelve month period ending December 20, 2019, this fee for the minimum asset requirement is being voluntarily waived to 0.175% of each Portfolio’s average daily net assets of the account. The term “Combined RAFI US Multifactor Strategy Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to PIMCO’s RAFI US Multifactor Strategy from time-to-time.

(14) 

For its services to The Intermediate Term Municipal Bond II Portfolio and The Short Term Municipal Bond Portfolio, Breckinridge is compensated at an annual rate of 0.125% of the average net assets of each Portfolio. Breckinridge became a Specialist Manager and began providing investment management serves to The Intermediate Term Municipal Bond II Portfolio on July 13, 2010.

(15) 

For its services to The Intermediate Term Municipal Bond Portfolio, Mellon is compensated at the annual rate of 0.25% for the first $100 million of the “Combined Assets” of that portion of the Portfolio allocated to Mellon and 0.15% of those Combined Assets (as defined

 

19


below) exceeding $100 million, subject to a maximum annual fee of 0.20% of the average daily of net assets of the Portfolio. For the purposes of computing Mellon’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the assets managed by Mellon in The Intermediate Term Municipal Bond Portfolio and certain other assets managed by Mellon for clients of Hirtle Callaghan and Co., LLC.

(16) 

As of September [    ], 2019, the Portfolio Management Contracts between Advisory Research, Inc. (“Advisory Research”) and the Trust were terminated. Prior to September [    ], 2019, Advisory Research, which succeeded Cupps Capital Management LLC (“Cupps”) as Specialist Manager of the Portfolios on September 30, 2016, provided services to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios and was compensated by a fee based on the average daily net asset value of that portion of each Portfolio allocated to it, at an annual rate of 0.85%. Prior to September 30, 2016, Cupps was entitled to receive a fee based on the average daily net asset value of that portion of each Portfolio allocated to it, at an annual rate of 0.85% and received the fees for such periods indicated above.

(17) 

For its services to The Institutional International Equity Portfolio, Lazard receives at the annual rate of 0.40% of the average daily net assets of the first $75 million and 0.35% on the excess over $75 million of that portion of the assets of the Portfolio that may, from time to time be allocated to Lazard.

(18) 

For its services to The Fixed Income Opportunity Portfolio, Fort Washington receives a fee at the annual rate of 0.40% of the first $25 million of the Combined Assets (as defined below) that may, from time to time, be allocated to it by the Adviser, 0.375% of the next $25 million, 0.3375% of the next $50 million, 0.25% of the next $100 million and 0.20% on all assets allocated to Fort Washington if the average daily net assets exceeds $200 million. For the purposes of computing Fort Washington’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the assets managed by Fort Washington in The Fixed Income Opportunity Portfolio and certain other assets managed by Fort Washington for clients of Hirtle Callaghan and Co., LLC.

(19) 

As of September [ ], 2019, the Portfolio Management Contracts between Ariel Investments, LLC (“Ariel”) and the Trust were terminated. Prior to September [ ], 2019, Ariel provided services to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios and was compensated by an annual fee, calculated daily and payable quarterly, in arrears, based on the Combined Assets (as defined below), in accordance with the following schedule: 1.00% of the first $10 million of the Combined Assets, 0.75% of the next $10 million and 0.50% of Combined Assets exceeding $20 million. Combined Assets under these agreements was the aggregate of the assets of each of the Portfolios allocated to Ariel and certain other investment advisory accounts at the Adviser or its affiliates for which Ariel provides similar services.

(20) 

For its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.065% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%.

For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%.

For its services to The Emerging Markets Portfolio, Cadence receives a fee from the Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.13% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%.

Prior to its termination on August 27, 2018, Cadence received, for its services to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, a fee calculated based on the average daily net assets of that portion of the assets of each Portfolio managed by it based on the asset class in which assets of the account are invested, as set forth below. In each case, the annual rate set forth is applied to the average daily net assets of that portion of each Portfolio’s assets allocated to the designated asset class (“Designated Assets”): Domestic Large Cap Equity Securities at the rate of 0.09% of the net asset value of Designated Assets; Domestic Small and Mid Cap Equity Securities at the rate of 0.12% of the net asset value of Designated Assets; Developed Markets International

 

20


Equity Securities at the rate of 0.14% of the net asset value of Designated Assets; and Emerging Markets International Equity Securities at the rate of 0.18% of the net asset value of Designated Assets.

(21) 

For its services related to its Liquidity Strategy for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.15% of the first $50 million of the Combined Liquidity Assets (as defined below); 0.10% of the next $100 million of the Combined Liquidity Assets and 0.05% on Combined Liquidity Assets over $150 million. The term “Combined Liquidity Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Liquidity Strategy. Parametric is also be entitled to receive a flat fee of $10,000 per year per Portfolio, provided that 1/12 of such fee related to any given Portfolio will be waived with respect to each calendar month during which no assets of such Portfolio were allocated to Parametric for investment in their Liquidity Strategy. Under the terms of separate portfolio management agreements, for its services related to its Defensive Equity Strategy for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, Parametric is also entitled to receive a separate fee at the annual rate of 0.35% of the first $50 million of the Combined Defensive Assets committed to the Defensive Equity Strategy and 0.25% on Combined Defensive Assets committed to the Defensive Equity Strategy over $50 million. Combined Defensive Assets means the sum of the net assets of that portion of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric from time-to-time for investment using the Defensive Equity Strategy. Under the terms of separate portfolio management agreements, for its services related to its Targeted Strategy for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, Parametric is also entitled to receive a separate fee at the annual rate of 0.05% of the Targeted Strategy Assets committed to the Targeted Strategy. Targeted Strategy Assets means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time for investment using the Targeted Strategy. Parametric shall also be entitled to receive a flat fee of $5,000 per year per Portfolio, provided that such fee will be waived with respect to each calendar year during which no Portfolio assets were allocated to the Targeted Strategy Assets. Under the terms of separate portfolio management agreements, for its services related to its Tax-Managed Custom Core Strategy for The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio and The Emerging Markets Portfolio, Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.10% of the first $250 million of the Combined Tax-Managed Custom Core Assets (as defined below) committed to Parametric’s Tax-Managed Custom Core Strategy; 0.09% of the next $250 million of the Combined Tax-Managed Custom Core Assets; 0.08% of the next $500 million of the Combined Tax-Managed Custom Core Assets; and 0.07% on Combined Tax-Managed Assets over $1 billion. If, at the close of business on September 30, 2019, the Combined Assets under this Agreement are less than $500 million, the fee for the first $250 million shall be permanently increased to 0.13% of the first $250 million of the Combined Assets; 0.09% of the next $250 million of the Combined Assets; 0.08% of the next $500 million of the Combined Assets; and 0.07% of the Combined Assets over $1 billion. Parametric did not manage assets in the Tax-Managed Custom Core Strategy for any of these Portfolios during the periods shown in the table. For its services, with respect to the RAFI US Multifactor Strategy, for The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio (the “Portfolios”), Parametric receives a fee from PIMCO pursuant to a Sub-adviser agreement between Parametric and PIMCO.

 

(22) 

For its services to The Fixed Income Opportunity Portfolio, WAMCO receives a fee at the annual rate of 0.75% of the average daily net assets of that portion of the Portfolio allocated to WAMCO.

(23) 

For its services to The Fixed Income Opportunity Portfolio, CLIM is compensated at an annual rate of 0.45% of the average net assets of the Portfolio assigned to CLIM.

For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, CLIM receives a fee from each Portfolio at the annual rate of 0.80% for the first $50 million of the “Combined Assets” of that portion of the Portfolio allocated to CLIM and 0.40% of those Combined Assets (as defined below) exceeding $50 million. For the purposes of computing CLIM’s fee for these Portfolios, the term “Combined Assets” shall mean the average daily net assets managed by CLIM in each of the International Equity and Institutional International Equity Portfolios and the net assets invested in the same strategy as these Portfolios that are managed by CLIM for the benefit of certain other investors who are clients of Hirtle Callaghan and Co., LLC.

For its services to The Emerging Markets Portfolio, CLIM receives a fee from the Portfolio at the annual rate of 1.00% for the first $100 million of the “Combined Assets” of that portion of the Portfolio allocated to CLIM, 0.80% of those Combined Assets (as defined below) over $100 million to $200 million, and 0.50% of those “Combined Assets” over $200 million. For the purposes of

 

21


computing CLIM’s fee for this Portfolio, the term “Combined Assets” shall mean the sum of the average daily net assets managed by CLIM in The Emerging Markets Portfolio and the net assets invested in the same strategy as the Portfolio that are managed by CLIM for the benefit of certain other investors who are clients of Hirtle Callaghan and Co., LLC.

For its services to The Intermediate Term Municipal Bond Portfolio, CLIM is compensated at the annual rate of 0.45%. Prior to July 27, 2018, CLIM received a fee of 0.25% for the first $100 million of the assets of that portion of the Portfolio allocated to CLIM and 0.15% of those assets exceeding $100 million, subject to a maximum annual fee of 0.20% of the average daily of net assets of the Portfolio. For its services to The Intermediate Term Municipal Bond II Portfolio, CLIM is compensated at an annual rate of 0.45%. Prior to July 27, 2018, CLIM received a fee of 0.125% of the average daily net assets of the Portfolio. CLIM became a Specialist Manager and began providing investment management services to The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio on June 13, 2018.

 

(24) 

For its services to The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio, Agincourt is compensated at an annual rate of 0.08% of the average daily net assets of that portion of each Portfolio that is managed by Agincourt. For its services to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, Agincourt is compensated at an annual rate of 0.12% of the average daily net assets of that portion of the Portfolio that is managed by Agincourt.

(25) 

For its services with respect to the portion of The Commodity Returns Strategy Portfolio allocated to Vaughan Nelson from time to time (the “Account”), Vaughan Nelson shall receive a fee calculated at an annual rate and payable quarterly in arrears based on the Average Quarterly Net Assets of the Combined Assets (as defined below) of 0.35% of the first $25 million of the Combined Assets, 0.25% of the next $75 million of Combined Assets and 0.20% of the Combined Assets exceeding $100 million. For purposes of calculating fees, the term “Combined Assets” shall mean the sum of (i) the net assets of the Account; and (ii) the net assets of each other investment advisory account for which the Adviser serves as investment adviser and for which Vaughan Nelson provides portfolio management services (“Other Hirtle Accounts”) using the same strategies as employed for the Account. “Average Quarterly Net Assets” shall mean the average of the average daily net asset values of the Account and/or the average of the net asset values of the Other Hirtle Accounts, as the case may be, as of the last business day of each of the three months in the calendar quarter.

(26) 

For its services with respect to the portion of The Emerging Markets Portfolio allocated to RBC GAM from time to time (the “Account”), RBC GAM receives a fee calculated at an annual rate of 0.80% of the first $100 million of Combined Assets; 0.65% of the next $150 million of Combined Assets; and 0.60% of Combined Assets in excess of $250 million. Combined Assets refers to the aggregate of all assets of the Portfolio managed by RBC GAM and any assets of other clients of the Adviser managed by RBC GAM using the same strategy.

ADMINISTRATION, DISTRIBUTION, AND RELATED SERVICES. Citi Fund Services Ohio, Inc. (“Citi”), 4400 Easton Commons, Suite 200, Columbus, OH 43219 has been retained, pursuant to a separate Administrative Services Contract with the Trust, to serve as the Trust’s administrator. Citi performs similar services for mutual funds other than the Trust. Citi is owned by Citibank, N.A. Citibank, N.A. and its affiliated companies are wholly owned subsidiaries of Citigroup Inc., a publicly held company(NYSE: C).

Services performed by Citi include: (a) general supervision of the operation of the Trust and coordination of services performed by the various service organizations retained by the Trust; (b) regulatory compliance, including the compilation of information for documents and reports furnished to the SEC and corresponding state agencies; and (c) assistance in connection with the preparation and filing of the Trust’s registration statement and amendments thereto. As administrator, Citi maintains certain books and records of the Trust that are required by applicable federal regulations. Pursuant to separate contracts, Citi or its affiliates also serve as the Trust’s accounting agent and Citi receives fees for such services. For its services, Citi receives a single all-inclusive fee which is computed daily and paid monthly in arrears, and is calculated at an annual rate of 0.0506% of the Portfolios’ average daily net assets up to $6 billion; 0.0047% of the Portfolios’ average daily net assets between $6 billion and $12 billion, and 0.0276% of the Portfolios’ average daily net assets in excess of $12 billion. Citi receives additional fees paid by the Trust for compliance services, fair value support services, regulatory reporting services and reimbursement of certain expenses.

For the fiscal years ended June 30, 2017, 2018 and 2019, Citi, as Administrator received administration fees in accordance with the agreement in effect at the time in the following amounts for each of the Portfolios (amounts in thousands):

 

     FISCAL YEAR
ENDED
June 30, 2019
     FISCAL YEAR
ENDED
June 30, 2018
     FISCAL YEAR
ENDED
June 30, 2017
 

The Value Equity Portfolio

      $ 179      $ 186  

The Institutional Value Equity Portfolio

      $ 246      $ 227  

The Growth Equity Portfolio

      $ 227      $ 229  

The Institutional Growth Equity Portfolio

      $ 313      $ 291  

 

22


     FISCAL YEAR
ENDED
June 30, 2019
     FISCAL YEAR
ENDED
June 30, 2018
     FISCAL YEAR
ENDED
June 30, 2017
 

The Small Capitalization—Mid Capitalization Equity Portfolio

      $ 36      $ 45  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

      $ 53      $ 47  

The Real Estate Securities Portfolio

      $ 34      $ 34  

The Commodity Returns Strategy Portfolio

      $ 298      $ 310  

The ESG Growth Portfolio

      $ 69      $ 90  

The Catholic SRI Growth Portfolio

      $ 30      $ 51  

The International Equity Portfolio

      $ 393      $ 423  

The Institutional International Equity Portfolio

      $ 764      $ 753  

The Emerging Markets Portfolio

      $ 528      $ 549  

The Core Fixed Income Portfolio

      $ 113      $ 124  

The Fixed Income Opportunity Portfolio

      $ 233      $ 234  

The U.S. Government Fixed Income Securities Portfolio

      $ 90      $ 91  

The Inflation Protected Securities Portfolio

      $ 107      $ 106  

The U.S. Corporate Fixed Income Securities Portfolio

      $ 92      $ 90  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

      $ 141      $ 133  

The Short-Term Municipal Bond Portfolio

      $ 20      $ 12  

The Intermediate Term Municipal Bond Portfolio

      $ 137      $ 137  

The Intermediate Term Municipal Bond II Portfolio

      $ 32      $ 33  

Under a Compliance Services Agreement between the Trust and Citi, Citi provides infrastructure and support in implementing the written policies and procedures comprising the Trust’s compliance program. This includes providing support services to the Chief Compliance Officer (“CCO”), and assisting in preparing or providing documentation for the Trust’s CCO to deliver to the Board. Citibank, N.A. (“Citibank”) serves as the securities lending agent to the Trust. As the securities lending agent, Citibank is responsible for the implementation and administration of the securities lending program pursuant to a Global Securities Lending Agency Agreement (“Securities Lending Agreement”). Citibank acts as agent to the Trust to lend available securities with any person on its list of approved borrowers, including Citibank and certain of its affiliates. Citibank determines whether a loan shall be made and negotiates and establishes the terms and conditions of the loan with the borrower. Citibank ensures that all substitute interest, dividends, and other distributions paid with respect to loan securities is credited to the applicable Portfolio’s relevant account on the date such amounts are delivered by the borrower to Citibank. Citibank receives and holds, on the Portfolio’s behalf, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities. Citibank marks loaned securities and collateral to their market value each business day based upon the market value of the collateral and loaned securities at the close of business employing the most recently available pricing information and receives and delivers collateral in order to maintain the value of the collateral at no less than 100% of the market value of the loaned securities. At the termination of the loan, Citibank returns the collateral to the borrower upon the return of the loaned securities to Citibank. Citibank invests cash collateral in accordance with the Securities Lending Agreement. Citibank maintains such records as are reasonably necessary to account for loans that are made and the income derived therefrom and makes available to the Portfolios a monthly statement describing the loans made, and the income derived from the loans, during the period. Citibank performs compliance monitoring and testing of the securities lending program and provides quarterly reports to the Trust’s Board of Trustees. The Portfolios, except for The Real Estate Securities Portfolio, The ESG Growth Portfolio, The Core Fixed Income Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio, The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio, The Short-Term Municipal Bond Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio,

 

23


which did not engage in securities lending activities, earned income and paid fees and compensation to service providers related to their securities lending activities during the most recent fiscal year:

[table to be updated in 485b filing]

 

     Value      Inst’l
Value
     Growth      Inst’l
Growth
     Small-
Mid
Cap
     Inst’l
Small Mid
Cap
     Commodity     

Catholic

SRI

 

Gross income from securities lending activities

   $ 91,583      $ 110,553      $ 56,418      $ 76,297      $ 63,137      $ 119,534      $ 194,015      $ 12  

Fees and/or compensation for securities lending activities and related services:

                       

Fees paid to securities lending agent from revenue split

   $ 18,271      $ 22,065      $ 11,319      $ 15,348      $ 12,957      $ 24,016      $ 38,369      $ 2  

Fees paid for any cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Administrative fees not included in the revenue split

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Indemnification fees not included in the revenue split

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Rebate (paid to borrow)

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Other fees not included in revenue split

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Aggregate fees and/or compensation for securities lending activities

   $ 18,271      $ 22,065      $ 11,319      $ 15,348      $ 12,957      $ 24,016      $ 38,369      $ 2  

Net income from securities lending activities

   $ 73,312      $ 88,488      $ 45,099      $ 60,949      $ 50,180      $ 95,518      $ 155,646      $ 10  

 

     Inter-
national
     Inst’l Inter-
national
     Emerging
Markets
     Fixed
Income
Opportunity
 

Gross income from securities lending activities

   $ 463,801      $ 1,047,279      $ 367,128      $ 637,399  

Fees and/or compensation for securities lending activities

           

Fees paid to securities lending agent from revenue split

   $ 92,778      $ 209,673      $ 72,725      $ 127,974  

Fees paid for any cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split

   $ 0      $ 0      $ 0      $ 0  

Administrative fees not included in the revenue split

   $ 0      $ 0      $ 0      $ 0  

Indemnification fees not included in the revenue split

   $ 0      $ 0      $ 0      $ 0  

Rebate (paid to borrow)

   $ 0      $ 0      $ 0      $ 0  

Other fees not included in revenue split

   $ 0      $ 0      $ 0      $ 0  

Aggregate fees and/or compensation for securities lending activities

   $ 92,778      $ 209,673      $ 72,725      $ 127,974  

Net income from securities lending activities

   $ 371,023      $ 837,606      $ 294,403      $ 509,425  

 

24


FIS Investor Services LLC (“FIS”), formerly, SunGard Investor Services LLC, serves as the Trust’s Transfer Agent pursuant to an agreement approved by the Board on March 10, 2015. FIS will receive, for performing the services listed under its agreement, a fee, which is paid monthly, calculated at an annual rate of: 0.0034% of the Portfolios’ average daily net assets up to $6 billion; 0.0003% of the Portfolios’ average daily net assets between $6 billion and $12 billion, and 0.0019% of the Portfolios’ average daily net assets in excess of $12 billion. The offices of the Transfer Agent are located at 4249 Easton Way, Suite 400, Columbus, OH 43219.

Unified Financial Securities, LLC (“Unified”) a wholly-owned subsidiary of Ultimus Fund Solutions, LLC. (“Ultimus”), serves as the Trust’s principal underwriter pursuant to an agreement approved by the Board on December 11, 2018 that became effective February 1, 2019 in connection with the consummation of the purchase of a majority ownership interest of Ultimus by a private equity firm, GTCR, LLC. Because shares of the Trust’s Portfolios are available only to clients of the Adviser and financial intermediaries that have established a relationship with the Adviser, the services to be provided by Unified are limited. Unified will receive an annual fee of $50,000 for performing the services listed under its agreement. The offices of the principal underwriter are located at 9465 Counselor’s Row, Suite 200, Indianapolis, IN 46240. None of Unified’s duties under its agreement are primarily intended to result in the sale of Trust shares.

Alaric Compliance Services LLC (“Alaric”), 800 Third Ave., 11th Floor, New York, NY, 10022 provides CCO services to the Trust and its Portfolios pursuant to a Compliance Services Agreement. Alaric makes an Alaric employee available to serve as the CCO for the Trust. The CCO develops the reports for the Board, makes findings and conducts reviews pertaining to the Trust’s compliance program and related policies and procedures of the Trust’s service providers.

State Street Bank and Trust Company is the Trust’s custodian. The custodian is responsible for the safekeeping of the domestic and foreign assets of each of the Trust’s Portfolios. The custodian is compensated at the rate of 0.01% of the first $2 billion, 0.0075% of the next $3 billion, and 0.005% of the assets in excess of $5 billion of the Trust’s domestic assets, 0.0225% of the Trust’s foreign assets in developed countries. With respect to securities from emerging markets, the custodian is compensated at rates ranging from 0.07% to 0.50% depending upon the particular market in question. The offices of the custodian are located at State Street Financial Center, 1 Lincoln Street, Boston, MA 02111.

HC Advisors Shares Marketing and Service Plan. Under the Trust’s Marketing and Service Plan (the “12b-1” Plan), the Trust can pay to the Adviser a fee of up to 0.25% annually of the average daily net assets attributable to HC Advisors Shares. The fee is not tied exclusively to actual expenses incurred by the Adviser in performing the services set forth below and the fee may exceed such expenses. The Plan Fee shall be calculated daily based upon the average daily net assets of each Portfolio attributable to such Portfolio’s HC Advisors Shares, and such fee shall be charged only to such HC Advisors Shares.

The fee is intended to compensate the Adviser for expenses associated with the (i) oversight and coordination of those organizations, including the Administrator, Transfer Agent, Fund Accounting Agent and principal underwriter (collectively, “Service Organizations”) retained by the Trust in connection with the distribution of shares of the HC Advisors Shares to Third Party Institutions that will, in turn, hold shares of one or more of the HC Advisors Shares for the benefit of their discretionary clients; and (ii) the provision of shareholder services to such third party Institutions. Such oversight, coordination and shareholder services may include, but are not limited to, the following: (1) services associated with the provision of prospectuses, statements of additional information, any supplements thereto and shareholder reports relating to the HC Advisors Shares and to be provided to Third Party Institutions; (2) obtaining information and providing explanations to Third Party Institutions (and, if requested to do so by a Third Party Institution that would be permitted to acquire shares of the HC Advisors Shares and if acceptable to the Adviser, to Discretionary Clients of such institutions) regarding the investment objectives and policies of the respective Portfolios, as well as other information appropriate information about the HC Advisors Shares and the Portfolios; (3) coordination and oversight of the accounting and record-keeping processes as they relate to the HC Advisors Shares and responding to inquiries from Third Party Institutions that are holder of record of shares of HC Advisors Shares through “f/b/o” or “omnibus accounts” and coordination of administrative services for the HC Advisors Shares (e.g. in connection with proxy solicitations; distribution of periodic shareholders reports); and compliance with applicable regulations as they related to HC Advisors Shares (e.g. Rule 22c-2 and anti-money laundering procedures); (4) any other activity that the Board determines is primarily intended to result in the sale of shares of HC Advisors Shares or to provide appropriate services to a Third Party Institution.

The 12b-1 Plan was approved by the Board on December 10, 2009 but has not been operational at any point since that time. Accordingly, no payments under the 12b-1 Plan have ever been made by the Trust.

Index Provider Licensing Agreement and Disclaimer. Each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio may use index strategies managed in accordance with certain indices (“RAFI Indices”) compiled and published by Research Affiliates, and licensed to its affiliate RAFI Indices, LLC. RAFI®

 

25


is a trademark owned by Research Affiliates, LLC and is used by RAFI Indices, LLC (“RAFI”) under license. The RAFI Indices are used by the Adviser with permission under the licensing agreement entered into with the Trust.

The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio (the “Licensed Portfolios”) are each not sponsored, offered, or sold in any manner by RAFI Indices, LLC or any of its affiliates, licensors or contractors (the “RAFI Parties”) nor do any of the RAFI Parties offer any express or implicit guarantee, warranty or assurance either with regard to the results of using any of the RAFI Indices (the “Index”) or the Index Price at any time or in any other respect. The Index is calculated and published by the RAFI Parties. The RAFI Parties use commercially reasonable efforts to ensure that the Index is calculated correctly. None of the RAFI Parties shall be liable for any error, omission, inaccuracy, incompleteness, delay, or interruption in the Index or any data related thereto or have any obligation to point out errors in the Index to any person. Neither publication of the Index by the RAFI Parties nor the licensing of the Index or Index trademark for the purpose of use in connection with the Licensed Portfolios constitutes a recommendation by any of the RAFI Parties to invest in nor does it in any way represent an assurance, endorsement or opinion of any of the RAFI Parties with regard to any investment in Licensed Portfolios. The trade names Fundamental Index™ and RAFI™ are registered trademarks of Research Affiliates, LLC in the US and other countries.

FURTHER INFORMATION ABOUT THE TRUST’S INVESTMENT POLICIES

As stated in the Prospectus, the Trust currently offers twenty-two portfolios, each of which are presented in this Statement of Additional Information, each with its own investment objectives and policies. These portfolios are: The Equity Portfolios—The Value Equity, Growth Equity, Small Capitalization—Mid Capitalization Equity, Real Estate Securities, Commodity Returns Strategy, ESG Growth; Catholic SRI Growth; International Equity and Emerging Markets Portfolios; The Institutional Equity Portfolios—The Institutional Value Equity, Institutional Growth Equity, Institutional Small Capitalization—Mid Capitalization Equity, Institutional International Equity Portfolios; and The Income Portfolios—The Core Fixed Income, Fixed Income Opportunity, U.S. Government Fixed Income Securities, Inflation Protected Securities, U.S. Corporate Fixed Income Securities, U.S. Mortgage/Asset Backed Fixed Income Securities, Short-Term Municipal Bond, Intermediate Term Municipal Bond and Intermediate Term Municipal Bond II Portfolios.

The following discussion supplements the prospectus discussion of the investment risks associated with the types of investments in which the Portfolios are entitled to invest. The table below summarizes these investments. The table is, however, only a summary list and is qualified in its entirety by the more detailed discussion included in the Prospectus and in this Statement of Additional Information. Further, as indicated in the Prospectus, that portion of the assets of the Value Equity, Growth Equity, Small Capitalization—Mid Capitalization Equity, International Equity, Institutional Value Equity, Institutional Growth Equity, Institutional Small Capitalization—Mid Capitalization, Institutional International Equity, Emerging Markets, Real Estate Securities and Commodity Related Securities Portfolios (“Index Accounts”) that have been or may be allocated to Cadence and/or Mellon and the indexing strategies that those Specialist Managers have been retained to provide, may be invested exclusively in securities included in the benchmark index associated with those Portfolios, respectively, provided that Cadence and/or Mellon are authorized to and may use certain derivative instruments for the purpose of gaining market exposure consistent with such index strategy and provided further that the Index Accounts may temporarily hold non-index names due to corporate actions (i.e., spin-offs, mergers, etc.).

Additionally, to enable The Commodity Returns Strategy Portfolio to achieve its investment objective through commodity, economic and investment cycles, the Portfolio seeks to augment its equity returns by reinforcing the Specialist Managers’ commodity views via exposure to commodity-linked structured notes. The Portfolio may also anticipate future investments in equities by investing in options and futures contracts. The Portfolio may focus on the securities of particular issuers or industries within the commodity-related industries in which the Portfolio invests, or in particular countries or regions, at different times. The Portfolio intends to gain exposure to the commodity markets in part by investing a portion of its assets in two wholly-owned subsidiaries organized under the laws of the Cayman Islands (the “Subsidiaries”). Among other investments, the Subsidiaries are expected to invest in commodity-linked derivative instruments, such as swaps and futures. The Subsidiaries have the same investment objective and will generally be subject to the same fundamental, non-fundamental and certain other investment restrictions as the Portfolio; however, the Subsidiaries (unlike the Portfolio) may invest without limitation in commodities, commodity-linked swap agreements and other commodity linked derivative instruments as well as make short sales of securities, maintain a short position or purchase securities on margin within the context of a total portfolio of investments designed to achieve the Portfolio’s objectives. The Portfolio and the Subsidiaries may test for compliance with certain investment restrictions on a consolidated basis. The Subsidiaries must, however, comply with the asset segregation requirements (described elsewhere in the SAI) with respect to its investments in commodity-linked swaps and other commodity-linked derivatives as

 

26


well as short sales. By investing in the Subsidiaries, the Portfolio is indirectly exposed to the risks associated with the Subsidiaries’ investments.

The Equity and Institutional Equity Portfolios

 

Investment Instrument/Strategy

   Value      Growth      Small-
Mid
Cap
     Real
Estate
     Int’l      Emerging
Markets
     Inst.
Value
     Inst.
Growth
     Inst.
Small -
Mid
Cap
     Inst.
Int’l
     Commodity      ESG      C SRI
Growth
 

ADRs, EDRs and GDRs

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Agencies

     *        *        *        *        *        *        x        x        *        *        x        *        *  

Asset-Backed Securities

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Cash Equivalents

     *        *        *        *        *        *        x        x        *        *        x        x        x  

Collateralized Mortgage Obligations

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Commercial Paper

     *        *        *        *        *        *        x        x        *        *        x        x        x  

Commodity-Linked Derivatives

     —          —          —          —          —          —          —          —          —          —          x        —          —    

Common Stock

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Convertibles

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Corporates

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Depositary Receipts

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Emerging Markets Securities

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Floaters

     *        *        *        —          *        *        x        x        *        *        x        *        *  

Foreign Currency

     —          —          —          x        x        x        x        x        —          x        x        x        x  

Foreign Equity (US $)

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Foreign Equity (non-US $)

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Foreign Fixed-Income Securities

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Forwards

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Futures

     x        x        x        x        x        x        x        x        x        x        x        x        x  

High Yield Debt Securities

     —          —          —          x        —          —          —          —          —          —          x        x        x  

Investment Companies

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Investment Grade Debt Securities

     —          —          —          x        —          —          x        x        —          —          x        x        x  

Money Market Funds

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Mortgage-Backed Securities

     —          —          —          x        —          —          x        x        —          —          x        x        x  

Mortgage Securities

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Municipals

     —          —          —          —          —          —          x        x        —          —          x        —          —    

Options

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Preferred Stock

     x        x        x        x        x        x        x        x        x        x        x        x        x  

REITs

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Repurchase Agreements

     *        *        *        *        *        *        x        x        *        *        x        *        x  

Reverse Repurchase Agreements

     *        *        *        *        *        *        x        x        *        *        x        *        *  

Rights

     x        x        x        x        x        x        x        x        x        x        x        x        *  

Securities Lending

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Short Sales

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Step-Up Bonds

     —          —          —          —          —          —          x        x        —          —          x        —          **  

Stripped Mortgage-Backed Securities

     —          —          —          —          —          —          x        x        —          —          x        x        —    

Structured Notes

     x        x        x        —          x        x        x        x        x        x        x        x        x  

Swaps

     x        x        x        x        x        x        x        x        x        x        x        x        x  

TIPS

     —          —          —          —          —          —          x        x        —          —          x        —          x  

U.S. Governments

     *        *        *        *        *        *        x        x        *        *        x        x        —    

Warrants

     x        x        x        x        x        x        x        x        x        x        x        x        x  

When-Issued Securities

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Yankees and Eurobonds

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Zero Coupon Agencies

     —          —          —          —          —          —          x        x        —          —          x        —          x  

 

27


The Income Portfolios

 

Investment Instrument/Strategy

   Core
Fixed
     Fixed
Income
Oppy.
     U.S.
Govt.
     Infla-
tion
Protected
     U.S.
Corporate
     U.S.
Mortgage/Asset
Backed
     Short-
Term
     Interm.      Intermediate
Term II
 

Agencies

     x        x        x        x        x        x        x        x        x  

Asset-Backed Securities

     x        x        —          —          —          x        x        x        x  

Brady Bonds

     x        x        —          —          —          —          —          —          —    

Cash Equivalents

     x        x        x        x        x        x        x        *        *  

Collateralized Bond Obligations

     —          x        —          —          —          x        —          —          —    

Collateralized Debt Obligations

     —          x        —          —          —          x        —          —          —    

Collateralized Loan Obligations

     —          x        —          —          —          x        —          —          —    

Collateralized Mortgage Obligations

     x        x        —          —          —          x        —          —          —    

Commercial Paper

     x        x        x        x        x        x        x        *        *  

Commodity-Linked Derivatives

     —          —          —          —          —          —          —          —          —    

Convertibles

     x        x        —          —          —          —          —          —          —    

Corporates

     x        x        —          —          x        —          —          —          —    

Depositary Receipts

     x        x        —          —          x        x        —          —          —    

Emerging Markets Securities

     —          x        —          x        —          —          —          —          —    

Floaters

     x        x        —          x        —          —          —          —          x  

Foreign Currency

     x        x        —          x        x        —          —          —          —    

Foreign Equity (US $)

     —          x        —          —          —          —          —          —          —    

Foreign Equity (non-US $)

     —          x        —          —          —          —          —          —          —    

Foreign Fixed Income Securities

     x        x        —          x        —          —          —          —          —    

Mortgage Securities

     x        x        —          —          —          x        x        x        x  

Forwards

     x        x        x        x        x        x        x        x        x  

Futures

     x        x        x        x        x        x        x        x        x  

High Yield Securities

     x        x        —          x        —          —          —          x        —    

Inverse Floaters

     x        x        —          x        —          —          —          —          —    

Investment Companies

     x        x        x        x        x        x        x        x        x  

Loan (Participations and Assignments)

     —          x        —          —          —          x        x        —          —    

Municipals

     x        x        x        x        x        x        x        x        x  

Options

     x        x        x        x        x        x        x        —          —    

Preferred Stock

     x        x        —          —          x        —          —          —          —    

REITS

     —          x        —          —          —          —          —          —          —    

Repurchase Agreements

     *        *        *        *        *        *        *        *        *  

Reverse Repurchase Agreements

     *        *        *        *        *        *        *        *        *  

Rights

     x        x        —          —          —          —          —          x        x  

Stripped Mortgage-Backed Securities

     x        x        —          —          —          x        —          —          —    

Securities Lending

     x        x        x        x        x        x        x        x        x  

Short Sales

     x        x        x        x        x        x        x        x        x  

Step-Up Bonds

     x        x        —          —          —          —          —          —          —    

Structured Investments

     x        x        —          —          x        —          x        x        x  

Structured Notes

     x        x        —          —          x        —          x        x        x  

Swaps

     x        x        x        —          x        x        x        x        x  

TIPs

     x        x        x        x        x        —          x        x        x  

U.S. Governments

     x        x        x        x        x        x        x        x        x  

Warrants

     —          x        —          —          —          —          —          —          —    

When-Issued Securities

     x        x        —          —          —          —          x        x        x  

Yankees and Eurobonds

     x        x        —          x        x        x        —          —          —    

Zero Coupons Agencies

     x        x        x        —          x        x        x        —          —    

 

x

Allowable investment

-

Not an allowable investment

*

Money market instruments for cash management or temporary purposes

 

28


FOREIGN INVESTMENTS.

FOREIGN SECURITIES AND FOREIGN GOVERNMENT SECURITIES. American Depositary Receipts (“ADRs”) are dollar-denominated receipts generally issued in registered form by domestic banks that represent the deposit with the bank of a security of a foreign issuer. ADRs are publicly traded on U.S. exchanges and in the over-the-counter markets. Generally, they are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. The Equity and Institutional Equity Portfolios are permitted to invest in ADRs. Additionally, these Portfolios may invest in European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”). EDRs are similar to ADRs but are issued and traded in Europe. Both EDRs and GDRs may be issued in bearer form and denominated in currencies other than U.S. dollars, and are generally designed for use in securities markets outside the U.S. Depositary receipts may or may not be denominated in the same currency as the underlying securities. For purposes of the Trust’s investment policies, ADRs, EDRs and GDRs are deemed to have the same classification as the underlying securities they represent. Thus, an ADR, EDR or GDR representing ownership of common stock will be treated as common stock. The depositary receipts are securities that demonstrate ownership interests in a security or pool of securities that have been placed with a ‘depository.’ ADR, EDR or GDR programs and other depositary receipts may be sponsored or unsponsored. Unsponsored programs are subject to certain risks. In contrast to sponsored programs, where the foreign issuer of the underlying security works with the depository institution to ensure a centralized source of information about the underlying company, including any annual or other similar reports to shareholders, dividends and other corporate actions, unsponsored programs are based on a service agreement between the depository institution and holders of ADRs, EDRs or GDRs issued by the program; thus, investors bear expenses associated with certificate transfer, custody and dividend payments. In addition, there may be several depository institutions involved in issuing unsponsored ADRs, EDRs or GDRs for the same underlying issuer. Such duplication may lead to market confusion because there would be no central source of information for buyers, sellers and intermediaries, and delays in the payment of dividends and information about the underlying issuer or its securities could result. For other depositary receipts, the depository may be foreign or a U.S. entity, and the underlying securities may have a foreign or U.S. issuer.

The foreign government securities in which certain Portfolios may invest generally consist of debt obligations issued or guaranteed by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt securities of supranational entities. Such securities may be denominated in other currencies. Foreign government securities also include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies. A Portfolio may invest in foreign government securities in the form of ADRs as described above.

The Real Estate Securities Portfolio may invest without limit in equity securities of non-U.S. real estate companies, or sponsored and unsponsored depositary receipts for such securities.

In a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the European Union (“EU”), creating economic and political uncertainty. On March 29, 2017, the United Kingdom invoked Article 50 of the Lisbon Treaty to withdraw from the EU. There remains, however, a significant degree of uncertainty relating to how negotiations for the United Kingdom’s withdrawal will be concluded, as well as the potential consequences of, and precise timeframe for, this withdrawal. The United Kingdom has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of the United Kingdom. The Treaty provides for a two-year negotiation period, which may be shortened or extended by agreement of the parties. There continues to be considerable uncertainty as to the position of the United Kingdom and the arrangements that will apply to its relationships with the EU and other countries following its anticipated withdrawal. This uncertainty may affect other countries in the EU, or elsewhere, if they are considered to be impacted by these events.

On November 25, 2018, EU leaders approved the terms of the United Kingdom’s withdrawal from the EU. The withdrawal agreement is currently under consideration by the United Kingdom’s Parliament, but the possibility of its ultimate implementation remains uncertain. Even if the United Kingdom does not ratify the withdrawal agreement, it is anticipated that the United Kingdom will leave the EU in 2019 absent a second referendum reversing the United Kingdom’s withdrawal. In the event that the United Kingdom withdraws without ratifying an agreement with the EU, the relationship between the United Kingdom and EU would be based on the World Trade Organization rules. It is not presently possible to determine the extent of the impact this arrangement would have on a Portfolio’s investments in the United Kingdom, and this continued uncertainty with respect to the withdrawal negotiations could negatively impact the Portfolios’ investments.

DIRECT CHINA INVESTMENTS Historically, investments in stocks, bonds, and warrants listed and traded on a Mainland China stock exchange, investment companies, and other financial instruments (collectively referred to as “China Securities”) approved by the China Securities Regulatory Commission (“CSRC”) were not eligible for investment by non-Chinese investors.

 

29


The Emerging Markets Portfolio, however, may purchase certain Shanghai Stock Exchange (“SSE”) listed eligible China A shares via the Shanghai-Hong Kong Stock Connect program (“Stock Connect”). Stock Connect allows investors to trade and settle such SSE eligible shares via the Stock Exchange of Hong Kong Limited (“HKEx”) and clearing house. To the extent that the Emerging Markets Portfolio’s investments in China are made through Stock Connect, such investments may be subject to additional risk factors.

The list of eligible China A shares is provided by HKEx from time to time. If a share ceases to be an eligible China A share but continues to be an SSE listed share, the Emerging Markets Portfolio will only be allowed to sell such China A shares and will be restricted from buying additional shares. The trading and settlement currency of China A shares are in Chinese Yuan Renminbi and the Emerging Markets Portfolio will be exposed to currency risks due to the conversion of another currency into Renminbi.

The Emerging Markets Portfolio trades SSE listed shares through a broker that is a Stock Connect participant. SSE listed shares will be settled by the Hong Kong Securities Clearing Company (“HKSCC”) with ChinaClear, the central clearinghouse in the People’s Republic of China (“PRC”), on behalf of Hong Kong investors. During the settlement process, HKSCC will act as nominee on behalf of Hong Kong executing brokers, and as a result, SSE listed shares will not be in the name of the Emerging Markets Portfolio, its custodian, or any of its brokers during this time period.

While the Emerging Markets Portfolio’s ownership of the shares will be reflected on the books of the custodian’s records, the Emerging Markets Portfolio will only have beneficial rights in the shares. Stock Connect regulations provide that investors, such as the Emerging Markets Portfolio, enjoy the rights and benefits of SSE listed shares purchased through Stock Connect. However, Stock Connect is a new program, and the status of the Emerging Markets Portfolio’s beneficial interest in Stock Connect securities is untested.

The Portfolio also would be exposed to counterparty risk with respect to ChinaClear. In the event of the insolvency of ChinaClear, the Emerging Markets Portfolio’s ability to take action directly to recover the Portfolio’s assets may be limited. The HKSCC, as nominee holder, would have the exclusive right, but not the obligation, to take any legal action or court proceeding to enforce any rights of investors, such as the Emerging Markets Portfolio. Recovery of Portfolio assets may be subject to delays and expenses, which may be material. Similarly, HKSCC would be responsible for the exercise of shareholder rights with respect to corporate actions (including all dividends, rights issues, merger proposals or other shareholder votes). While HKSCC will endeavor to provide investors with the opportunity to provide voting instructions, investors may not have sufficient time to consider proposals or provide instructions. In addition, the Emerging Markets Portfolio also would be exposed to counterparty risk with respect to HKSCC. A failure or delay by the HKSCC in the performance of its obligations may result in a failure of settlement, or the loss, of Stock Connect securities and/or monies in connection with them and the Emerging Markets Portfolio may suffer losses as a result.

While certain aspects of the Stock Connect trading process are subject to Hong Kong law, PRC rules applicable to share ownership will apply including foreign shareholding restrictions and disclosure obligations applicable to China A shares. In addition, transactions using Stock Connect are not subject to the Hong Kong investor compensation fund or the China Securities Investor Protection Fund.

Investment in Stock Connect securities is subject to various risks associated with the legal and technical framework of Stock Connect. Stock Connect is generally available only on business days when both the HKEx and SSE are open. When either or both the HKEx and SSE is/are closed, investors will not be able to trade Stock Connect securities at times that may otherwise be beneficial to such trades. Because the program is new, the technical framework for Stock Connect has only been tested using simulated market conditions. In the event of high trade volumes or unexpected market conditions, Stock Connect may be available only on a limited basis, if at all.

CURRENCY RELATED INSTRUMENTS. As indicated in the Prospectus, certain Portfolios may use forward foreign currency exchange contracts and currency swap contracts in connection with permitted purchases and sales of securities of non-U.S. issuers. Certain Portfolios may, consistent with their respective investment objectives and policies, use such contracts as well as certain other currency related instruments to reduce the risks associated with the types of securities in which each is authorized to invest and to hedge against fluctuations in the relative value of the currencies in which securities held by each are denominated. The following discussion sets forth certain information relating to forward currency contracts, currency swaps, and other currency related instruments, together with the risks that may be associated with their use. Currency positions are not considered to be an investment in a foreign government for industry concentration purposes.

ABOUT CURRENCY TRANSACTIONS AND HEDGING. Certain Portfolios are authorized to purchase and sell options, futures contracts and options thereon relating to foreign currencies and securities denominated in foreign currencies. Such instruments may be traded on foreign exchanges, including foreign over-the-counter markets. Transactions in such instruments may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by: (i) foreign political, legal and economic factors; (ii) lesser availability than in the United States of data on which to make trading decisions; (iii) delays in a Portfolio’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States; and (iv) lesser trading volume. Foreign currency exchange transactions may be entered into for the purpose of hedging against foreign currency exchange risk arising from the Portfolio’s investment or anticipated investment in securities

 

30


denominated in foreign currencies. Options relating to foreign currencies may also be purchased or sold to increase exposure to a foreign currency or to shift foreign currency exposure from one country to another.

FOREIGN CURRENCY OPTIONS AND RELATED RISKS. Certain Portfolios may take positions in options on foreign currencies to hedge against the risk of foreign exchange rate fluctuations on foreign securities the Portfolio holds in its portfolio or intends to purchase. For example, if the Portfolio were to enter into a contract to purchase securities denominated in a foreign currency, it could effectively fix the maximum U.S. dollar cost of the securities by purchasing call options on that foreign currency. Similarly, if the Portfolio held securities denominated in a foreign currency and anticipated a decline in the value of that currency against the U.S. dollar, it could hedge against such a decline by purchasing a put option on the currency involved. The markets in foreign currency options are relatively new, and the Portfolio’s ability to establish and close out positions in such options is subject to the maintenance of a liquid secondary market. There can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors that influence foreign exchange rates and investments generally. The quantities of currencies underlying option contracts represent odd lots in a market dominated by transactions between banks, and as a result extra transaction costs may be incurred upon exercise of an option. There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations be firm or revised on a timely basis. Quotation information is generally representative of very large transactions in the interbank market and may not reflect smaller transactions where rates may be less favorable. Option markets may be closed while round-the-clock interbank currency markets are open, and this can create price and rate discrepancies.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS AND CURRENCY SWAPS. To the extent indicated in the Prospectus, the Portfolios may use forward contracts and swaps to protect against uncertainty in the level of future exchange rates in connection with specific transactions or for hedging purposes. For example, when a Portfolio enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when the Portfolio anticipates the receipt in a foreign currency of dividend or interest payments on a security that it holds, the Portfolio may desire to “lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of the payment, by entering into a forward contract or swap for the purchase or sale of the foreign currency involved in the underlying transaction in exchange for a fixed amount of U.S. dollars or foreign currency. This may serve as a hedge against a possible loss resulting from an adverse change in the relationship between the currency exchange rates during the period between the date on which the security is purchased or sold, or on which the payment is declared, and the date on which such payments are made or received. The International Equity, Institutional International Equity, Institutional Value Equity, Institutional Growth Equity, Commodity Returns Strategy, Fixed Income Opportunity, Inflation Protected Securities and Emerging Markets Portfolios may also use forward or swap contracts in connection with specific transactions. In addition, they may use such contracts to lock in the U.S. dollar value of those positions, to increase the Portfolio’s exposure to foreign currencies that the Specialist Manager believes may rise in value relative to the U.S. dollar or to shift the Portfolio’s exposure to foreign currency fluctuations from one country to another. For example, when the Specialist Manager believes that the currency of a particular foreign country may suffer a substantial decline relative to the U.S. dollar or another currency, it may enter into a forward or swap contract to sell the amount of the former foreign currency approximating the value of some or all of the portfolio securities held by the Portfolio that are denominated in such foreign currency. This investment practice generally is referred to as “cross-hedging.”

The precise matching of the forward or swap contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward or swap contract is entered into and the date it matures. Accordingly, it may be necessary for a Portfolio to purchase additional foreign currency on the spot (i.e., cash) market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Portfolio is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Portfolio is obligated to deliver. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Forward and swap contracts involve the risk that anticipated currency movements will not be accurately predicted, causing the Portfolio to sustain losses on these contracts and transaction costs. A Portfolio may enter into forward or swap contracts or maintain a net exposure to such contracts only if: (1) the consummation of the contracts would not obligate the Portfolio to deliver an amount of foreign currency in excess of the value of the Portfolio’s securities and other assets denominated in that currency; or (2) the Portfolio maintains cash, U.S. government securities or other liquid securities in a segregated account in an amount which, together with the value of all the portfolio’s securities denominated in such currency, equals or exceeds the value of such contracts.

At or before the maturity date of a forward or swap contract that requires the Portfolio to sell a currency, the Portfolio may either sell a portfolio security and use the sale proceeds to make delivery of the currency or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which the Portfolio will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver. Similarly, the Portfolio may close out a forward or swap contract requiring it to purchase a specified currency by entering into another contract entitling it to sell the same amount of the same currency on the maturity date of the first contract. As a result of such an offsetting transaction, a Portfolio would realize a gain or a loss to the extent of any change in the exchange rate between the currencies involved between the execution dates of the first and second contracts. The cost to a

 

31


Portfolio of engaging in forward or swap contracts varies with factors such as the currencies involved, the length of the contract period and the prevailing market conditions. Because forward and swap contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward or swap contracts does not eliminate fluctuations in the prices of the underlying securities a Portfolio owns or intends to acquire, but it does fix a rate of exchange in advance. In addition, although forward and swap contracts limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.

Certain forward foreign currency contracts do not provide for physical settlement of the underlying currencies but instead provide for settlement by a single cash payment (“non-deliverable forwards”). Under definitions adopted by the Commodity Futures Trading Commission (“CFTC”) and the SEC, non-deliverable forwards are considered swaps. Although non-deliverable forwards have historically been traded in the over-the-counter (“OTC”) market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. For more information, see “HEDGING INSTRUMENTS AND OTHER DERIVATIVES – SWAP AGREEMENTS” below.

Although the Portfolios value their assets daily in terms of U.S. dollars, no Portfolio intends to convert its holdings of foreign currencies into U.S. dollars on a daily basis. The Portfolios may convert foreign currency from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Portfolio at one rate, while offering a lesser rate of exchange should the Portfolio desire to resell that currency to the dealer.

HEDGING INSTRUMENTS AND OTHER DERIVATIVES.

OPTIONS. To the extent indicated in the Prospectus, the Portfolios may, consistent with their investment objectives and policies, use options on securities and securities indexes to reduce the risks associated with the types of securities in which each is authorized to invest and/or in anticipation of future purchases, including to achieve market exposure, pending direct investment in securities. A Portfolio may use options only in a manner consistent with its investment objective and policies and may not invest more than 10% of its total assets in option purchases. With the exception of The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Commodity Returns Strategy Portfolio and The Fixed Income Opportunity Portfolio, options may be used only for the purpose of reducing investment risk or to gain market exposure pending investment. The Portfolios mentioned above may invest in options as disclosed in their Prospectus. The Portfolios may invest in options on individual securities, baskets of securities or particular measurements of value or rate (an “index”), such as an index of the price of treasury securities or an index representative of short-term interest rates. Such options may be traded on an exchange or in the OTC markets. OTC options are subject to greater credit and liquidity risk. See “Additional Risk Factors of OTC Options.” The following discussion sets forth certain information relating to the types of options that the Portfolios may use, together with the risks that may be associated with their use.

ABOUT OPTIONS ON SECURITIES. A call option is a short-term contract pursuant to which the purchaser of the option, in return for a premium, has the right to buy the security underlying the option at a specified price at any time during the term of the option. The writer of the call option, who receives the premium, has the obligation, upon exercise of the option during the option period, to deliver the underlying security against payment of the exercise price. A put option is a similar contract that gives its purchaser, in return for a premium, the right to sell the underlying security at a specified price during the term of the option. The writer of the put option, who receives the premium, has the obligation, upon exercise of the option during the option period, to buy the underlying security at the exercise price. Options may be based on a security, a securities index or a currency. Options on securities are generally settled by delivery of the underlying security whereas options on a securities index or currency are settled in cash.

OPTIONS ON SECURITIES INDICES. Options on securities indices may be used in much the same manner as options on securities. Index options may serve as a hedge against overall fluctuations in the securities markets or market sectors, rather than anticipated increases or decreases in the value of a particular security. Thus, the effectiveness of techniques using stock index options will depend on the extent to which price movements in the securities index selected correlate with price movements of the Portfolio to be hedged. Options on stock indices are settled exclusively in cash.

OPTION PURCHASES. Call options on securities may be purchased in order to fix the cost of a future purchase. In addition, call options may be used as a means of participating in an anticipated advance of a security on a more limited risk basis than would be possible if the security itself were purchased. In the event of a decline in the price of the underlying security, use of this strategy would serve to limit the amount of loss, if any, to the amount of the option premium paid. Conversely, if the market price of the underlying security rises and the call is exercised or sold at a profit, that profit will be reduced by the amount initially paid for the call.

Put options may be purchased in order to hedge against a decline in market value of a security held by the Portfolio. The put effectively guarantees that the underlying security can be sold at the predetermined exercise price, even if that price is greater than the market value at the time of exercise. If the market price of the underlying security increases, the profit realized on the eventual sale of the security will

 

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be reduced by the premium paid for the put option. Put options may also be purchased on a security that is not held by the Portfolio in anticipation of a price decline in the underlying security. In the event the market value of such security declines below the designated exercise price of the put, the Portfolio would then be able to acquire the underlying security at the market price and exercise its put option, thus realizing a profit. In order for this strategy to be successful, however, the market price of the underlying security must decline so that the difference between the exercise price and the market price is greater than the option premium paid.

OPTION WRITING. Call options may be written (sold) by the Portfolios. Generally, calls will be written only when, in the opinion of a Portfolio’s Specialist Manager, the call premium received, plus anticipated appreciation in the market price of the underlying security up to the exercise price of the call, will be greater than the appreciation in the price of the underlying security.

Put options may also be written. This strategy will generally be used when it is anticipated that the market value of the underlying security will remain higher than the exercise price of the put option or when a temporary decrease in the market value of the underlying security is anticipated and, in the view of a Portfolio’s Specialist Manager, it would not be appropriate to acquire the underlying security. If the market price of the underlying security rises or stays above the exercise price, it can be expected that the purchaser of the put will not exercise the option and a profit, in the amount of the premium received for the put, will be realized by the writer of the put. However, if the market price of the underlying security declines or stays below the exercise price, the put option may be exercised and the Portfolio will be obligated to purchase the underlying security at a price that may be higher than its current market value. All option writing strategies will be employed only if the option is “covered.” For this purpose, “covered” means that, so long as the Portfolio is obligated as the writer of a call option, it will (1) own the security underlying the option; or (2) hold on a share-for-share basis a call on the same security, the exercise price of which is equal to or less than the exercise price of the call written. In the case of a put option, the Portfolio will (1) maintain cash or cash equivalents in an amount equal to or greater than the exercise price; or (2) hold on a share-for share basis, a put on the same security as the put written provided that the exercise price of the put held is equal to or greater than the exercise price of the put written.

RISK FACTORS RELATING TO THE USE OF OPTIONS STRATEGIES. The premium paid or received with respect to an option position will reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to the market price, the historical price volatility of the underlying security, the option period, supply and demand, and interest rates. Moreover, the successful use of options as a hedging strategy depends upon the ability to forecast the direction of market fluctuations in the underlying securities, or in the case of index options, in the market sector represented by the index selected.

Under normal circumstances, options traded on one or more of the several recognized options exchanges may be closed by effecting a “closing purchase transaction,” (i.e., by purchasing an identical option with respect to the underlying security in the case of options written and by selling an identical option on the underlying security in the case of options purchased). A closing purchase transaction will effectively cancel an option position, thus permitting profits to be realized on the position, to prevent an underlying security from being called from, or put to, the writer of the option or, in the case of a call option, to permit the sale of the underlying security. A profit or loss may be realized from a closing purchase transaction, depending on whether the overall cost of the closing transaction (including the price of the option and actual transaction costs) is less or more than the premium received from the writing of the option. It should be noted that, in the event a loss is incurred in a closing purchase transaction, that loss may be partially or entirely offset by the premium received from a simultaneous or subsequent sale of a different call or put option. Also, because increases in the market price of an option will generally reflect increases in the market price of the underlying security, any loss resulting from a closing purchase transaction is likely to be offset in whole or in part by appreciation of the underlying security held. Options will normally have expiration dates between three and nine months from the date written. The exercise price of the options may be below, equal to, or above the current market values of the underlying securities at the time the options are written. Options that expire unexercised have no value. Unless an option purchased by a Portfolio is exercised or a closing purchase transaction is effected with respect to that position, a loss will be realized in the amount of the premium paid.

To the extent that a Portfolio writes a call option on a security it holds in its portfolio and intends to use such security as the sole means of “covering” its obligation under the call option, the Portfolio has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price during the option period, but, as long as its obligation under such call option continues, has retained the risk of loss should the price of the underlying security decline. If a Portfolio were unable to close out such a call option, the Portfolio would not be able to sell the underlying security unless the option expired without exercise.

ADDITIONAL RISK FACTORS OF OTC OPTIONS. Certain instruments traded in OTC markets, including indexed securities and OTC options, involve significant liquidity and credit risks. The absence of liquidity may make it difficult or impossible for a Portfolio to sell such instruments promptly at an acceptable price. In addition, lack of liquidity may also make it more difficult for the Portfolio to ascertain a market value for the instrument. A Portfolio will only acquire an illiquid OTC instrument if the agreement with the counterparty contains a formula price at which the contract can be sold or terminated or if on each business day, the Specialist Manager anticipates that at least one dealer quote is available.

 

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Instruments traded in OTC markets are not guaranteed by an exchange or clearing organization and generally do not require payment of margin. To the extent that a Portfolio has unrealized gains in such instruments or has deposited collateral with its counterparty, the Portfolio is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations. The Portfolio will attempt to minimize these risks by engaging in transactions with counterparties who have significant capital or who have provided the Portfolio with a third party guarantee or credit enhancement.

FUTURES CONTRACTS AND RELATED INSTRUMENTS. To the extent indicated in the Prospectus, the Portfolios may use futures contracts and options on futures contracts. The following discussion sets forth certain information relating to the types of futures contracts that the Portfolios may use, together with the risks that may be associated with their use. As part of their investment strategies, a portion of each Portfolio may invest directly in futures contracts and options on futures contracts to attempt to achieve each Portfolio’s investment objective without investing directly in the underlying futures contract.

ABOUT FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A futures contract is a bilateral agreement pursuant to which one party agrees to make, and the other party agrees to accept, delivery of the specified type of security or currency called for in the contract at a specified future time and at a specified price. In practice, however, contracts relating to financial instruments or currencies are closed out through the use of closing purchase transactions before the settlement date and without delivery or the underlying security or currency. In the case of futures contracts based on a securities index, the contract provides for “delivery” of an amount of cash equal to the dollar amount specified multiplied by the difference between the value of the underlying index on the settlement date and the price at which the contract was originally fixed.

Futures contracts may be bought and sold on U.S. and non-U.S. exchanges. Futures contracts in the U.S. have been designed by exchanges that have been designated “contract markets” by the CFTC and must be executed through a futures commission merchant (“FCM”), which is a brokerage firm that is a member of the relevant contract market. Each exchange guarantees performance of the contracts as between the clearing members of the exchange, thereby reducing the risk of counterparty default. Futures contracts may also be entered into on certain exempt markets, including exempt boards of trade and electronic trading facilities, available to certain market participants. Because all transactions in the futures market are made, offset or fulfilled by an FCM through a clearinghouse associated with the exchange on which the contracts are traded, a Portfolio will incur brokerage fees when it buys or sells futures contracts.

STOCK INDEX FUTURES CONTRACTS. A Portfolio may sell stock index futures contracts in anticipation of a general market or market sector decline that may adversely affect the market values of securities held. To the extent that securities held correlate with the index underlying the contract, the sale of futures contracts on that index could reduce the risk associated with a market decline. Where a significant market or market sector advance is anticipated, the purchase of a stock index futures contract may afford a hedge against not participating in such advance at a time when a Portfolio is not fully invested. This strategy would serve as a temporary substitute for the purchase of individual stocks which may later be purchased in an orderly fashion. Generally, as such purchases are made, positions in stock index futures contracts representing equivalent securities would be liquidated.

FUTURES CONTRACTS ON DEBT SECURITIES. Futures contracts on debt securities, often referred to as “interest rate futures,” obligate the seller to deliver a specific type of debt security called for in the contract, at a specified future time. A public market now exists for futures contracts covering a number of debt securities, including long-term U.S. Treasury bonds, ten-year U.S. Treasury notes, and three-month U.S. Treasury bills, and additional futures contracts based on other debt securities or indices of debt securities may be developed in the future. Such contracts may be used to hedge against changes in the general level of interest rates. For example, a Portfolio may purchase such contracts when it wishes to defer a purchase of a longer-term bond because short-term yields are higher than long-term yields. Income would thus be earned on a short-term security and minimize the impact of all or part of an increase in the market price of the long-term debt security to be purchased in the future. A rise in the price of the long-term debt security prior to its purchase either would be offset by an increase in the value of the contract purchased by the Portfolio or avoided by taking delivery of the debt securities underlying the futures contract. Conversely, such a contract might be sold in order to continue to receive the income from a long-term debt security, while at the same time endeavoring to avoid part or all of any decline in market value of that security that would occur with an increase in interest rates. If interest rates did rise, a decline in the value of the debt security would be substantially offset by an increase in the value of the futures contract sold.

OPTIONS ON FUTURES CONTRACTS. An option on a futures contract gives the purchaser the right, in return for the premium, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified price at any time during the period of the option. The risk of loss associated with the purchase of an option on a futures contract is limited to the premium paid for the option, plus transaction cost. The seller of an option on a futures contract is obligated to a broker for the payment of initial and variation margin in amounts that depend on the nature of the underlying futures contract, the current market value of the option, and other futures positions held by a Portfolio. Upon exercise of the option, the option seller must deliver the underlying futures position to the holder of the option, together with the accumulated balance in the seller’s futures margin account that represents the amount by which the market price of the underlying futures contract exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option involved. If an option is exercised on the last trading day prior to the expiration date of the option, settlement will be made entirely in cash equal to the difference between the exercise price of the option and the value at the close of trading on the expiration date.

 

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RISK CONSIDERATIONS RELATING TO FUTURES CONTRACTS AND RELATED INSTRUMENTS. Participants in the futures markets are subject to certain risks. Positions in futures contracts may be closed out only on the exchange on which they were entered into (or through a linked exchange): no secondary market exists for such contracts. In addition, there can be no assurance that a liquid market will exist for the contracts at any particular time. Most futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit. It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses. In such event, and in the event of adverse price movements, a Portfolio would be required to make daily cash payments of variation margin. In such circumstances, an increase in the value of that portion of the securities being hedged, if any, may partially or completely offset losses on the futures contract.

As noted above, there can be no assurance that price movements in the futures markets will correlate with the prices of the underlying securities positions. In particular, there may be an imperfect correlation between movements in the prices of futures contracts and the market value of the underlying securities positions being hedged. In addition, the market prices of futures contracts may be affected by factors other than interest rate changes and, as a result, even a correct forecast of interest rate trends might not result in a successful hedging strategy. If participants in the futures market elect to close out their contracts through offsetting transactions rather than by meeting margin deposit requirements, distortions in the normal relationship between debt securities and the futures markets could result. Price distortions could also result if investors in the futures markets opt to make or take delivery of the underlying securities rather than engage in closing transactions because such trend might result in a reduction in the liquidity of the futures market. In addition, an increase in the participation of speculators in the futures market could cause temporary price distortions.

The risks associated with options on futures contracts are similar to those applicable to all options and are summarized above under the heading “Hedging Through the Use of Options: Risk Factors Relating to the Use of Options Strategies.” In addition, as is the case with futures contracts, there can be no assurance that (1) there will be a correlation between price movements in the options and those relating to the underlying securities; (2) a liquid market for options held will exist at the time when a Portfolio may wish to effect a closing transaction; or (3) predictions as to anticipated interest rate or other market trends on behalf of a Portfolio will be correct.

MARGIN AND SEGREGATION REQUIREMENTS APPLICABLE TO FUTURES RELATED TRANSACTIONS. When a purchase or sale of a futures contract is made by a Portfolio, that Portfolio is required to deposit with its custodian (or broker, if legally permitted) a specified amount of cash or U.S. government securities (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Portfolio upon termination of the contract, assuming all contractual obligations have been satisfied. The Portfolio expects to earn interest income on its initial margin deposits. A futures contract held by a Portfolio is valued daily at the official settlement price of the exchange on which it is traded. Each day the Portfolio 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 the Portfolio but is instead a settlement between the Portfolio and the broker of the amount one would owe the other if the futures contract expired. In computing daily net asset value, the Portfolio will value its open futures positions at market.

There is a risk of loss by a Portfolio of the initial and variation margin deposits in the event of bankruptcy of the broker with which the Portfolio has an open position in a futures contract. The assets of a Portfolio may not be fully protected in the event of the bankruptcy of the broker because the Portfolio might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of the broker’s customers.

With the exception of The Institutional Value Equity, The Institutional Growth Equity Portfolio, The Fixed Income Opportunity Portfolio and The Commodity Returns Strategy Portfolio, a Portfolio will not enter into a futures contract or an option on a futures contract if, immediately thereafter, the aggregate initial margin deposits relating to such positions plus premiums paid by it for open futures option positions, less the amount by which any such options are “in-the-money,” would exceed 5% of the Portfolio’s total assets. A call option is “in-the-money” if the value of the futures contract that is the subject of the option exceeds the exercise price. A put option is “in-the-money” if the exercise price exceeds the value of the futures contract that is the subject of the option.

When purchasing a futures contract, a Portfolio will maintain, either with its custodian bank or, if permitted, a broker, and will mark-to-market on a daily basis, cash, U.S. government securities, or other highly liquid securities that, when added to the amounts deposited with a futures commission merchant as margin, are equal to the market value of the futures contract. Alternatively, a

 

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Portfolio may “cover” its position by purchasing a put option on the same futures contract with a strike price as high as or higher than the price of the contract held by the Portfolio. When selling a futures contract, a Portfolio will similarly maintain liquid assets that, when added to the amount deposited with a futures commission merchant as margin, are equal to the market value of the instruments underlying the contract. Alternatively, a Portfolio may “cover” its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a Portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting a Portfolio to purchase the same futures contract at a price no higher than the price of the contract written by that Portfolio (or at a higher price if the difference is maintained in liquid assets with the Trust’s custodian).

When selling a call option on a futures contract, a Portfolio will maintain, either with its custodian bank or, if permitted, a broker, and will mark-to-market on a daily basis, cash, U. S. government securities, or other highly liquid securities that, when added to the amounts deposited with a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option. Alternatively, a Portfolio may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Portfolio to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Portfolio.

When selling a put option on a futures contract, the Portfolio will similarly maintain cash, U.S. government securities, or other highly liquid securities that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Portfolio may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is the same or higher than the strike price of the put option sold by the Portfolio.

SWAP AGREEMENTS. A Portfolio may enter into swap agreements for purposes of attempting to gain exposure to the securities making up an index without actually purchasing those instruments, to hedge a position or to gain exposure to a particular instrument or currency.

ABOUT SWAP AGREEMENTS. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one-year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) and/or cash flow 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 “basket” of securities representing a particular index. Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap,” interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or “floor;” and interest rate dollars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. A credit default swap is a specific kind of counterparty agreement designed to transfer the third party credit risk between parties. One party in the swap is a lender and faces credit risk from a third party and the counterparty in the credit default swap agrees to insure this risk in exchange for regular periodic payments (essentially an insurance premium). If the third party defaults, the party providing insurance will have to purchase from the insured party the defaulted asset. The Select Aggregate Market Index (“SAMI”) is a basket of credit default swaps whose underlying reference obligations are floating rate loans. Investments in SAMIs increase exposure to risks that are not typically associated with investments in other floating rate debt instruments, and involve many of the risks associated with investments in derivative instruments. The liquidity of the market for SAMIs is subject to liquidity in the secured loan and credit derivatives markets.

The Commodity Returns Strategy Portfolio and The Fixed Income Opportunity Portfolio may enter into credit default swap agreements. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by the Portfolio. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. The Portfolio may be either the buyer or seller in the transaction. If the Portfolio is a buyer and no credit event occurs, the Portfolio may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Portfolio generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Portfolio would effectively add leverage to its portfolio because, in addition to its total net assets, a Portfolio would be subject to investment exposure on the notional amount of the swap.

 

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A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through an FCM and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In an uncleared swap, the swap counterparty will be a brokerage firm, bank or other financial institution. During the term of an uncleared swap, a Portfolio is usually required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by the Portfolio to the counterparty if all outstanding swaps between the parties were terminated on the date in question, including, any early termination payments (“Variation Margin”). Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty will be required to pledge cash or other assets to cover its obligations to the Portfolio. However, the amount pledged may not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults on its obligations to a Portfolio, the amount pledged by the counterparty and available to the Portfolio may not be sufficient to cover all the amounts due to the Portfolio and the Portfolio may sustain a loss.

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related regulatory developments, which imposed comprehensive regulatory requirements on swaps and swap market participants, certain standardized swaps are subject to mandatory central clearing and trade execution requirements. In a cleared swap, a Portfolio’s ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing through each party’s FCM, which must be a member of the clearinghouse that serves as the central counterparty. Mandatory exchange-trading and clearing of swaps will occur on a phased-in basis based on CFTC approval of contracts for central clearing and public trading facilities making such cleared swaps available to trade. To date, the CFTC has designated only certain of the most common types of credit default index swaps and certain interest rate swaps as subject to mandatory clearing and certain public trading facilities have made certain of those swaps available to trade, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing and trade execution requirements. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional costs and risks not involved with uncleared swaps.

The use of equity swaps is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.

A Portfolio’s current obligations under a swap agreement will be accrued daily (offset against any amounts owing to the portfolio) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by earmarking or segregating assets determined to be liquid. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of a Portfolio’s investment restriction concerning senior securities. Certain swap agreements may be considered to be illiquid for a Portfolio’s illiquid investment limitations. A Portfolio may enter into swap agreements to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable.

A Portfolio bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. In addition, a Portfolio’s risk of loss includes any margin at risk in the event of default by the counterparty (in an uncleared swap) or the central counterparty or FCM (in a cleared swap), plus any transaction costs.

Uncleared swaps are typically executed bilaterally with a swap dealer rather than traded on exchanges. As a result, swap participants may not be as protected as participants on organized exchanges. Performance of a swap agreement is the responsibility only of the swap counterparty and not of any exchange or clearinghouse. As a result, the Portfolios are subject to counterparty risk (i.e., the risk that a counterparty will be unable or will refuse to perform under such agreement, including because of the counterparty’s bankruptcy or insolvency). A Portfolio risks the loss of the accrued but unpaid amounts under a swap agreement, which could be substantial, in the event of a default, insolvency or bankruptcy by a swap counterparty. In such an event, a Portfolio will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect the Portfolio’s rights as a creditor. While the Portfolios will not enter into any swap agreement unless the Specialist Manager believes that the counterparty to the transaction is creditworthy, in unusual or extreme market conditions, a counterparty’s creditworthiness and ability to perform may deteriorate rapidly, and the availability of suitable replacement counterparties may become limited. If the counterparty’s creditworthiness declines, the value of a swap agreement would likely decline, potentially resulting in losses.

Currently, the Portfolios do not typically provide initial margin in connection with swaps. Rules requiring initial margin to be posted by certain market participants for uncleared swaps have, however, been adopted and are being phased in over time. When these rules take effect with respect to the Portfolios, if a Portfolio is deemed to have material swaps exposure under applicable swap regulations, it will be required to post initial in addition to variation margin.

 

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As noted above, under recent financial reforms, certain types of swaps are, and others eventually are expected to be, required to be cleared through a central counterparty, which may affect counterparty risk and other risks faced by a Portfolio. Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to bilateral swaps because central clearing interposes the central clearinghouse as the counterparty to each participant’s swap, but it does not eliminate those risks completely. There is also a risk of loss by a Portfolio of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Portfolio has an open position, or the central counterparty in a swap contract. The assets of a Portfolio may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Portfolio might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCM’s customers. If the FCM does not provide accurate reporting, a Portfolio is also subject to the risk that the FCM could use the Portfolio’s assets, which are held in an omnibus account with assets belonging to the FCM’s other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty. Credit risk of cleared swap participants is concentrated in a few clearinghouses, and the consequences of insolvency of a clearinghouse are not clear.

With cleared swaps, a Portfolio may not be able to obtain terms as favorable as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with the Portfolio, which may include the imposition of position limits or additional margin requirements with respect to the Portfolio’s investment in certain types of swaps. Central counterparties and FCMs can require termination of existing cleared swaps upon the occurrence of certain events, and can also require increases in margin above the margin that is required at the initiation of the swap agreement.

The Portfolios are also subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, a Portfolio may be required to break the trade and make an early termination payment to the FCM.

Swaps that are subject to mandatory clearing are also required to be traded on swap execution facilities (“SEFs”), if any SEF makes the swap available to trade. An SEF is a trading platform where multiple market participants can execute swap transactions by accepting bids and offers made by multiple other participants on the platform. Transactions executed on an SEF may increase market transparency and liquidity but may require a Portfolio to incur increased expenses to access the same types of swaps that it has used in the past.

Swap agreements typically are settled on a net basis, which means that the two payment streams are netted out, with a Portfolio receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of a swap agreement or periodically during its term. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to swap agreements is limited to the net amount of payments that a Portfolio is contractually obligated to make. If the other party to a swap agreement defaults, a Portfolio’s risk of loss consists of the net amount of payments that such Portfolio is contractually entitled to receive, if any. The net amount of the excess, if any, of a Portfolio’s obligations over its entitlements with respect to each swap will be accrued on a daily basis and liquid assets, having an aggregate net asset value at least equal to such accrued excess will be earmarked or maintained in a segregated account by the Portfolio’s custodian. In as much as these transactions are entered into for hedging purposes or are offset by segregating liquid assets, as permitted by applicable law, the Portfolios and their respective Specialist Manager(s) believe that these transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to a Portfolio’s borrowing restrictions. For purposes of each of the Portfolio’s requirements under Rule 12d3-1 where, for example, a Portfolio is prohibited from investing more than 5% of its total assets in any one broker, dealer, underwriter or investment adviser (the “securities-related issuer”), the mark-to-market value will be used to measure the Portfolio’s counterparty exposure. In addition, the mark-to-market value will be used to measure the Portfolio’s issuer exposure for purposes of Section 5b-1.

A Portfolio may enter into index swap agreements as an additional hedging strategy for cash reserves held by the Portfolio or to effect investment transactions consistent with the Portfolio’s investment objective and strategies. Index swaps tend to have a maturity of one year. There is not a well-developed secondary market for index swaps. Many index swaps are considered to be illiquid because the counterparty will typically not unwind an index swap prior to its termination (and, not surprisingly, index swaps tend to have much shorter terms). A Portfolio may therefore treat all index swaps as subject to their limitation on illiquid investments.

The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments, which are traded in the over-the-counter market. The Specialist Manager, under the supervision of the Board of Trustees and the Adviser, is responsible for determining and monitoring the liquidity of Portfolio transactions in swap agreements.

 

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Synthetic Equity Swaps. Certain Portfolios may also enter into synthetic equity swaps, in which one party to the contract agrees to pay the other party the total return earned or realized on a particular “notional amount” of value of an underlying equity security including any dividends distributed by the underlying security. The other party to the contract makes regular payments, typically at a fixed rate or at a floating rate based on LIBOR or other variable interest rated based on the notional amount. The notional amount is not invested in the reference security. Similar to currency swaps, synthetic equity swaps are generally entered into on a net basis, which means the two payment streams are netted out and the Portfolio will either pay or receive the net amount. The Portfolio will enter into a synthetic equity swap instead of purchasing the reference security when the synthetic equity swap provides a more efficient or less expensive way of gaining exposure to a security compared with a direct investment in the security.

OTHER HEDGING INSTRUMENTS. Generally, a Portfolio’s investment in the shares of another investment company is restricted to up to 5% of its total assets and aggregate investments in all investment companies is limited to 10% of total assets. Provided certain requirements set forth in the Act are met, however, investments in excess of these limitations may be made. Certain of the Portfolios may make such investments, some of which are described below.

The Portfolios may invest in exchange-traded funds (“ETFs”) as part of each Portfolio’s overall hedging strategies. Such strategies are designed to reduce certain risks that would otherwise be associated with the investments in the types of securities in which the Portfolios invest and/or in anticipation of future purchases, including to achieve market exposure pending direct investment in securities, provided that the use of such strategies is consistent with the investment policies and restrictions adopted by the Portfolios. Although similar diversification benefits may be achieved through an investment in another investment company, ETFs generally offer greater liquidity and lower expenses. Because an ETF charges its own fees and expenses, fund shareholders will indirectly bear these costs. The Portfolios will also incur brokerage commissions and related charges when purchasing shares in an exchange-traded fund in secondary market transactions. Unlike typical investment company shares, which are valued once daily, shares in an ETF may be purchased or sold on a listed securities exchange throughout the trading day at market prices that are generally close to net asset value. ETFs are subject to liquidity and market risks. Some ETFs traded on securities exchanges are actively managed and subject to the same Management Risks as other actively managed investment companies. Other ETFs have an objective to track the performance of a specified index (“Index ETFs”). Therefore, securities may be purchased, retained and sold by an Index ETF at times when an actively managed trust would not do so. As a result, in an Index ETF you can expect greater risk of loss (and a correspondingly greater prospect of gain) from changes in the value of the securities that are heavily weighted in the index than would be the case if the Index ETF portfolio was not fully invested in such securities. In addition, the results of an Index ETF investment will not match the performance of the specified index due to reductions in the Index ETF’s performance attributable to transaction and other expenses, including fees paid by the Index ETF portfolio to service providers. Because of these factors, the price of ETFs can be volatile, and a Portfolio may sustain sudden, and sometimes substantial, fluctuations in the value of its investment in an ETF.

The Portfolios may invest in ETFs that are consistent with the Portfolio’s investment strategy, as well as Standard & Poor’s Depositary Receipts (“SPDRs”). SPDRs are interests in a unit investment trust (“UIT”) that may be obtained directly from the UIT or purchased in the secondary market (SPDRs are listed on the American Stock Exchange). The UIT will issue SPDRs in aggregations known as “Creation Units” in exchange for a “Portfolio Deposit” consisting of (a) a portfolio of securities substantially similar to the component securities (“Index Securities”) of the S&P Index, (b) a cash payment equal to a pro rata portion of the dividends accrued on the UIT’s portfolio securities since the last dividend payment by the UIT, net of expenses and liabilities, and (c) a cash payment or credit, called a “Balancing Amount”) designed to equalize the net asset value of the S&P Index and the net asset value of a Portfolio Deposit. SPDRs are not individually redeemable, except upon termination of the UIT. To redeem, a Portfolio must accumulate enough SPDRs to reconstitute a Creation Unit. The liquidity of small holdings of SPDRs, therefore, will depend upon the existence of a secondary market. Upon redemption of a Creation Unit, the Portfolio will receive Index Securities and cash identical to the Portfolio Deposit required of an investor wishing to purchase a Creation Unit that day. The price of SPDRs is derived from and based upon the securities held by the UIT. Accordingly, the level of risk involved in the purchase or sale of a SPDR is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for SPDRs is based on a basket of stocks. Disruptions in the markets for the securities underlying SPDRs purchased or sold by a Portfolio could result in losses on SPDRs. Trading in SPDRs involves risks similar to those risks involved in the writing of options on securities. The Portfolios may invest in certain ETFs in excess of the normal statutory limits in reliance on exemptive orders that have been issued to the entities issuing shares in those ETFs, provided that certain conditions are met.

COMMODITY-LINKED DERIVATIVES. The Commodity Returns Strategy Portfolio may invest in instruments with principal and/or coupon payments linked to the value of commodities, commodity futures contracts, or the performance of commodity indices such as “commodity-linked” or “index-linked” notes. These instruments are sometimes referred to as “structured notes” because the terms of the instrument may be structured by the issuer of the note and the purchaser of the note, such as the Portfolio.

The values of these notes will rise and fall in response to changes in the underlying commodity or related index or investment. These notes expose the Portfolio economically to movements in commodity prices, but a particular note has many features of a debt obligation. These notes also are subject to credit and interest rate risks that in general affect the value of debt securities. Therefore, at the maturity of the note, the Portfolio may receive more or less principal than it originally invested. The Portfolio might receive interest payments on the note that are more or less than the stated coupon interest rate payments.

 

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Structured notes may involve leverage, meaning that the value of the instrument will be calculated as a multiple of the upward or downward price movement of the underlying commodity future or index. The prices of commodity-linked instruments may move in different directions than investments in traditional equity and debt securities in periods of rising inflation. Of course, there can be no guarantee that the Portfolio’s commodity-linked investments would not be correlated with traditional financial assets under any particular market conditions.

Commodity-linked notes may be issued by US and foreign banks, brokerage firms, insurance companies and other corporations. In addition to fluctuating in response to changes in the underlying commodity assets, these notes will be subject to credit and interest rate risks that typically affect debt securities.

The commodity-linked instruments may be wholly principal protected, partially principal protected or offer no principal protection. With a wholly principal protected instrument, the Portfolio will receive at maturity the greater of the par value of the note or the increase in value of the underlying index. Partially protected instruments may suffer some loss of principal up to a specified limit if the underlying index declines in value during the term of the instrument. For instruments without principal protection, there is a risk that the instrument could lose all of its value if the index declines sufficiently. The Specialist Managers’ decisions on whether and to what extent to use principal protection depend in part on the cost of the protection. In addition, the ability of the Portfolio to take advantage of any protection feature depends on the creditworthiness of the issuer of the instrument.

Commodity-linked derivatives are generally hybrid instruments which are excluded from regulation under the CEA and the rules thereunder, so that the Portfolio will not be considered a “commodity pool.” Additionally, from time to time the Portfolio may invest in other hybrid instruments that do not qualify for exemption from regulation under the CEA.

Participation Notes. The Funds may invest in participation notes (“P-notes”), which are instruments that are issued by banks, broker-dealers or their affiliates and are designed to offer a return linked to a particular underlying equity, debt, currency or market.

If the P-note were held to maturity, the issuer would pay to the purchaser the underlying instrument’s value at maturity with any necessary adjustments. The holder of a P-note that is linked to a particular underlying security or instrument may be entitled to receive dividends paid in connection with that underlying security or instrument, but typically does not receive voting rights as it would if it directly owned the underlying security or instrument. In addition, there can be no assurance that there will be a trading market for a P-note or that the trading price of a P-note will equal the underlying value of the security, instrument or market that it seeks to replicate. Due to transfer restrictions, the secondary markets on which a P-note is traded may be less liquid than the market for other securities, or may be completely illiquid, which may expose the Fund to risks of mispricing or improper valuation. P-notes typically constitute general unsecured contractual obligations of the banks, broker-dealers or their relevant affiliates that issue them, which subjects the Fund to counterparty risk. P-notes also have the same risks associated with a direct investment in the underlying securities, instruments or markets that they seek to replicate.

COMMODITY POOL OPERATOR REGULATION AND EXCLUSIONS. With respect to the Commodity Returns Strategy Portfolio, the Adviser is registered as a “commodity pool operator” (“CPO”) under the Commodity Exchange Act (“CEA”) and the rules of the CFTC and is subject to CFTC regulation with respect to that Portfolio. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that apply with respect to the Portfolio as a result of the Adviser’s registration as a CPO. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable SEC requirements. This means that for most of the CFTC’s disclosure and shareholder reporting requirements applicable to the Adviser as the Portfolio’s CPO, the Adviser’s compliance with SEC disclosure and shareholder reporting requirements will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Portfolio, the Portfolio may incur additional compliance and other expenses. The CFTC has neither reviewed nor approved the Portfolio, its investment strategies or its prospectus. In addition, with respect to the Commodity Returns Strategy Portfolio, the Adviser is relying upon an exemption from registration as a “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC.

With respect to each Portfolio other than The Commodity Returns Strategy Portfolio (each, an “Excluded Portfolio”), the Adviser has claimed an exclusion from the definition of CPO under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, with respect to the Excluded Portfolios, the Adviser is relying upon a related exclusion from the definition of CTA under the CEA and the rules of the CFTC.

 

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The terms of the CPO exclusion require each Excluded Portfolio, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards. Because the Adviser and the Excluded Portfolios intend to comply with the terms of the CPO exclusion, an Excluded Portfolio may, in the future, need to adjust its investment strategies, consistent with its investment objective, to limit its investments in these types of instruments. The Excluded Portfolios are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Adviser’s reliance on these exclusions, or the Excluded Portfolios, their investment strategies or this SAI.

Generally, the exclusion from CPO regulation on which the Adviser relies requires each Excluded Portfolio to meet one of the following tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (as defined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish the Excluded Portfolio’s positions in commodity interests may not exceed 5% of the liquidation value of the Excluded Portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the Excluded Portfolio’s commodity interest positions, determined at the time the most recent such position was established, may not exceed 100% of the liquidation value of the Excluded Portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, the Excluded Portfolios may not be marketed as commodity pools or otherwise as vehicles for trading in the commodity futures, commodity options or swaps markets. If, in the future, an Excluded Portfolio can no longer satisfy these requirements, the Adviser would withdraw its notice claiming an exclusion from the definition of a CPO, and the Adviser would be subject to registration and regulation as a CPO with respect to the Excluded Portfolio, in accordance with CFTC rules that apply to CPOs of registered investment companies. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable SEC requirements. However, as a result of CFTC regulation with respect to the Excluded Portfolio, the Excluded Portfolio may incur additional compliance and other expenses.

INDEX INVESTING

A portion of the assets of certain Portfolios may at times be committed to investing assets in a manner that replicates the performance of an appropriate benchmark index. At times, subsets of these indices may also be used as a basis for selecting securities for such a portion of a Portfolio. This passive investment style would differ from the active management investment techniques used with respect to the Portfolios’ other assets. Rather than relying upon fundamental research, economic analysis and investment judgment, this approach uses automated statistical analytic procedures that seek to track the performance of a selected stock index or subset thereof.

INVESTMENT COMPANY SECURITIES

The Adviser or the Specialist Managers may also acquire, on behalf of a Portfolio, securities issued by other investment companies to the extent permitted under the Investment Company Act, provided that such investments are otherwise consistent with the overall investment objective and policies of that Portfolio. A Portfolio may also invest in shares of another Portfolio of the Trust (“Affiliated Portfolio”) to the extent that such investments are consistent with the acquiring Portfolio’s investment objectives, policies and restrictions are permissible under the Investment Company Act. The Investment Manager will voluntarily waive advisory fees payable by the Portfolio in an amount equal to 100% of the advisory fee the Investment Manager receives from an Affiliated Portfolio as a result of the Portfolio’s investment in the Affiliated Portfolio.

To the extent that a Portfolio invests in investment companies that themselves invest in securities that would satisfy any applicable minimum investment policy of the Portfolio, such investments will be included, on a “look-through” basis, in that minimum investment policy for compliance purposes.

 

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MONEY MARKET INSTRUMENTS

BANK OBLIGATIONS. Bank Obligations may include certificates of deposit, time deposits and bankers’ acceptances. Certificates of Deposit (“CDs”) are short-term negotiable obligations of commercial banks. Time Deposits (“TDs”) are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers usually in connection with international transactions. U.S. commercial banks organized under federal law are supervised and examined by the Comptroller of the Currency and are required to be members of the Federal Reserve System and to be insured by the Federal Deposit Insurance Corporation (the “FDIC”). U.S. banks organized under state law are supervised and examined by state banking authorities but are members of the Federal Reserve System only if they elect to join. Most state banks are insured by the FDIC (although such insurance may not be of material benefit to a Portfolio, depending upon the principal amount of CDs of each bank held by the Portfolio) and are subject to federal examination and to a substantial body of federal law and regulation. As a result of governmental regulations, U.S. branches of U.S. banks, among other things, generally are required to maintain specified levels of reserves, and are subject to other supervision and regulation designed to promote financial soundness. U.S. savings and loan associations, the CDs of which may be purchased by the Portfolios, are supervised and subject to examination by the Office of Thrift Supervision. U.S. savings and loan associations are insured by the Savings Association Insurance Portfolio which is administered by the FDIC and backed by the full faith and credit of the U.S. government.

COMMERCIAL PAPER. Commercial paper is a short-term, unsecured negotiable promissory note of a U.S. or non-U.S. issuer. Each of the Portfolios may purchase commercial paper for temporary purposes; The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and the Income Portfolios may acquire these instruments as described in the Prospectus. Each Portfolio may similarly invest in variable rate master demand notes which typically are issued by large corporate borrowers and which provide for variable amounts of principal indebtedness and periodic adjustments in the interest rate. Demand notes are direct lending arrangements between a Portfolio and an issuer, and are not normally traded in a secondary market. A Portfolio, however, may demand payment of principal and accrued interest at any time. In addition, while demand notes generally are not rated, their issuers must satisfy the same criteria as those that apply to issuers of commercial paper. The appropriate Specialist Manager will consider the earning power, cash flow and other liquidity ratios of issuers of demand notes and continually will monitor their financial ability to meet payment on demand. See also “Variable and Floating Rate Instruments,” below.

REPURCHASE AGREEMENTS. Repurchase Agreements may be used for temporary investment purposes. Under the terms of a typical repurchase agreement, a Portfolio would acquire an underlying debt security for a relatively short period (usually not more than one week), subject to an obligation of the seller to repurchase that security and the obligation of that Portfolio to resell that security at an agreed-upon price and time. Repurchase agreements could involve certain risks in the event of default or insolvency of the other party, including possible delays or restrictions upon a Portfolio’s ability to dispose of the underlying securities. The Specialist Manager for each Portfolio, in accordance with guidelines adopted by the Board, monitors the creditworthiness of those banks and non-bank dealers with which the respective Portfolios may enter into repurchase agreements. The Trust also monitors the market value of the securities underlying any repurchase agreement to ensure that the repurchase obligation of the seller is adequately collateralized.

Repurchase agreements may be entered into with primary dealers in U.S. government securities who meet credit guidelines established by the Board (each a “repo counterparty”). Under each repurchase agreement, the repo counterparty will be required to maintain, in an account with the Trust’s custodian bank, securities that equal or exceed the repurchase price of the securities subject to the repurchase agreement. A Portfolio will generally enter into repurchase agreements with short durations, from overnight to one week, although securities subject to repurchase agreements generally have longer maturities. A Portfolio may not enter into a repurchase agreement with more than seven days to maturity if, as a result, more than 15% of the value of its net assets would be invested in illiquid securities including such repurchase agreements. For purposes of the Investment Company Act, a repurchase agreement may be deemed a loan to the repo counterparty. It is not clear whether, in the context of a bankruptcy proceeding involving a repo counterparty, a court would consider a security acquired by a Portfolio subject to a repurchase agreement as being owned by that Portfolio or as being collateral for such a “loan.” If a court were to characterize the transaction as a loan, and a Portfolio has not perfected a security interest in the security acquired, that Portfolio could be required to turn the security acquired over to the bankruptcy trustee and be treated as an unsecured creditor of the repo counterparty. As an unsecured creditor, a Portfolio would be at the risk of losing some or all of the principal and income involved in the transaction. In the event of any such bankruptcy or insolvency proceeding involving a repo counterparty with whom a Portfolio has outstanding repurchase agreements, a Portfolio may encounter delays and incur costs before being able to sell securities acquired subject to such repurchase agreements. Any such delays may involve loss of interest or a decline in price of the security so acquired.

Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the repo counterparty may fail to repurchase the security. However, a Portfolio will always receive as collateral for any repurchase agreement to which it is a party, securities acceptable to it, the market value of which is equal to at least 102% of the repurchase price, and the Portfolio will make payment against such securities only upon physical delivery or evidence of book entry transfer of such collateral to the account of its custodian bank. If the market value of the security subject to the repurchase agreement falls below the repurchase price the Trust will direct the repo counterparty to deliver to the Trust’s custodian additional securities so that the market value of all securities subject to the repurchase agreement will equal or exceed the repurchase price.

 

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SECURITIES LENDING. Certain of the Portfolios may lend from their total assets in the form of their portfolio securities to broker dealers under contracts calling for collateral equal to at least the market value of the securities loaned, marked to market on a daily basis. The Portfolios will continue to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral, which may include shares of a money market fund subject to any investment restrictions listed in this Statement. The Portfolios pay various fees in connection with the investment of the collateral. Under some securities lending arrangements a Portfolio may receive a set fee for keeping its securities available for lending. Any voting rights, or rights to consent, relating to securities loaned pass to the borrower. Cash collateral received by a Portfolio in securities lending transactions may be invested in short-term liquid fixed income instruments or in money market or short-term funds, or similar investment vehicles, including affiliated money market or short-term mutual funds. A Portfolio bears the risk of such investments.

VARIABLE AND FLOATING RATE INSTRUMENTS. Short-term variable rate instruments (including floating rate instruments) from banks and other issuers may be used for temporary investment purposes, or longer-term variable and floating rate instruments may be used in furtherance of a Portfolio’s investment objectives. A “variable rate instrument” is one whose terms provide for the adjustment of its interest rate on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A “floating rate instrument” is one whose terms provide for the adjustment of its interest rate whenever a specified interest rate changes and which, at any time, can reasonably be expected to have a market value that approximates its par value. These instruments may include variable amount master demand notes that permit the indebtedness to vary in addition to providing for periodic adjustments in the interest rates.

Variable rate instruments are generally not rated by nationally recognized ratings organizations. The appropriate Specialist Manager will consider the earning power, cash flows and other liquidity ratios of the issuers and guarantors of such instruments and, if the instrument is subject to a demand feature, will continuously monitor their financial ability to meet payment on demand. Where necessary to ensure that a variable or floating rate instrument is equivalent to the quality standards applicable to a Portfolio’s fixed income investments, the issuer’s obligation to pay the principal of the instrument will be backed by an unconditional bank letter or line of credit, guarantee or commitment to lend. Any bank providing such a bank letter, line of credit, guarantee or loan commitment will meet the Portfolio’s investment quality standards relating to investments in bank obligations. A Portfolio will invest in variable and floating rate instruments only when the appropriate Specialist Manager deems the investment to involve minimal credit risk. The Specialist Manager will also continuously monitor the creditworthiness of issuers of such instruments to determine whether a Portfolio should continue to hold the investments.

The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a Portfolio could suffer a loss if the issuer defaults or during periods in which a Portfolio is not entitled to exercise its demand rights. Variable and floating rate instruments held by a Portfolio will be subject to the Portfolio’s limitation on investments in illiquid securities when a reliable trading market for the instruments does not exist and the Portfolio may not demand payment of the principal amount of such instruments within seven days. If an issuer of a variable rate demand note defaulted on its payment obligation, a Portfolio might be unable to dispose of the note and a loss would be incurred to the extent of the default.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

MORTGAGE-BACKED SECURITIES. Certain Portfolios may invest in mortgage-backed securities, including derivative instruments. Mortgage-backed securities represent direct or indirect participations in or obligations collateralized by and payable from mortgage loans secured entirely or primarily by “pools” of residential or commercial mortgage loans or other assets. A Portfolio may invest in mortgage-backed securities issued by U.S. government agencies and government-sponsored entities such as the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”) and Federal Home Loan Banks. Obligations of GNMA are backed by the full faith and credit of the U.S. Government. Obligations of FNMA, FHLMC and Federal Home Loan Banks are not backed by the full faith and credit of the U.S. Government but are considered to be of high quality since those entities are considered to be instrumentalities of the United States. The payment of interest and principal on mortgage-backed obligations issued by these entities may be guaranteed by the full faith and credit of the U.S. Government (in the case of GNMA), or may be guaranteed by the issuer (in the case of FNMA and FHLMC). However, these guarantees do not apply to the market prices and yields of these securities, which vary with changes in interest rates as well as early prepayments of underlying mortgages. These securities represent ownership in a pool of Federally insured mortgage loans with a maximum maturity of 30 years. The scheduled monthly interest and principal payments relating to mortgages in the pool will be “passed through” to investors. Government mortgage-backed securities differ from conventional bonds in that principal is paid back to the certificate holders over the life of the loan rather than at maturity. As a result, there will be monthly scheduled payments of principal and interest.

 

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Mortgage-backed securities also include securities issued by non-governmental entities including collateralized mortgage obligations (“CMOs”) and real estate mortgage investment conduits (“REMICs”) that are not insured or guaranteed. CMOs are securities collateralized by mortgages, mortgage pass-throughs, mortgage pay-through bonds (bonds representing an interest in a pool of mortgages where the cash flow generated from the mortgage collateral pool is dedicated to bond repayment), and mortgage-backed bonds (general obligations of the issuers payable out of the issuers’ general funds and additionally secured by a first lien on a pool of single family detached properties). Many CMOs are issued with a number of classes or series which have different maturities and are retired in sequence. Investors purchasing such CMOs in the shortest maturities receive or are credited with their pro rata portion of the unscheduled prepayments of principal up to a predetermined portion of the total CMO obligation. Until that portion of such CMO obligation is repaid, investors in the longer maturities receive interest only. Accordingly, the CMOs in the longer maturity series are less likely than other mortgage pass-throughs to be prepaid prior to their stated maturity. Although some of the mortgages underlying CMOs may be supported by various types of insurance, and some CMOs may be backed by GNMA certificates or other mortgage pass-throughs issued or guaranteed by U.S. government agencies or instrumentalities, the CMOs themselves are not generally guaranteed. REMICs are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. REMICs are similar to CMOs in that they issue multiple classes of securities, including “regular” interests and “residual” interests. The Portfolios do not intend to acquire residual interests in securities that are REMICs under current tax law, due to certain disadvantages for regulated investment companies that acquire such interests.

Mortgage-backed securities are subject to unscheduled principal payments representing prepayments on the underlying mortgages. Although these securities may offer yields higher than those available from other types of securities, mortgage-backed securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. For instance, when interest rates decline, the value of these securities likely will not rise as much as comparable debt securities due to the prepayment feature. In addition, these prepayments can cause the price of a mortgage-backed security originally purchased at a premium to decline in price to its par value, which may result in a loss.

Due to prepayments of the underlying mortgage instruments, mortgage-backed securities do not have a known actual maturity. In the absence of a known maturity, market participants generally refer to an estimated average life. The relevant Specialist Managers believe that the estimated average life is the most appropriate measure of the maturity of a mortgage-backed security. Accordingly, in order to determine whether such security is a permissible investment, it will be deemed to have a remaining maturity of three years or less if the average life, as estimated by the relevant Specialist Manager, is three years or less at the time of purchase of the security by a Portfolio. An average life estimate is a function of an assumption regarding anticipated prepayment patterns. The assumption is based upon current interest rates, current conditions in the appropriate housing markets and other factors. The assumption is necessarily subjective, and thus different market participants could produce somewhat different average life estimates with regard to the same security. Although the relevant Specialist Manager will monitor the average life of the Portfolio securities of each Portfolio with a portfolio maturity policy and make needed adjustments to comply with such Portfolios’ policy as to average dollar weighted portfolio maturity, there can be no assurance that the average life of portfolio securities as estimated by the relevant Specialist Manager will be the actual average life of such securities.

On September 6, 2008, the Federal Housing Finance Agency (“FHFA”) placed FNMA and FHLMC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC.

Also, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC to provide them with capital in exchange for senior preferred stock. This agreement contains various covenants that severely limit each enterprise’s operations. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The liquidity backstop and the Senior Preferred Stock Purchase Agreement are both intended to enhance each of FNMA’s and FHLMC’s ability to meet its obligations.

Under the Federal Housing Finance Regulatory Reform Act of 2008 (the Reform Act”), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver. Accordingly, securities issued by Fannie Mae and Freddie Mac involve a risk of nonpayment of principal and interest.

Since 2009, both FNMA and FHLMC have received significant capital support through U.S. Treasury preferred stock purchases and Federal Reserve purchases of the entities’ mortgage-backed securities.

 

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In February 2011, the Obama Administration produced a report to Congress outlining proposals to wind down FNMA and FHLMC and reduce the government’s role in the mortgage market. Discussions among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized, privatized, restructured, or eliminated altogether. FNMA and FHLMC also are the subject of several continuing legal actions and investigations over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities. Importantly, the future of the entities is in question as the U.S. Government considers multiple options regarding the future of FNMA and FHLMC. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities or private insurers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Trust’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements.

The FHFA is mandating that FNMA and FHLMC cease issuing their own mortgage-backed securities and begin issuing “Uniform Mortgage-Backed Securities” or “UMBS” in 2019. Each UMBS will have a 55-day remittance cycle and can be used as collateral in either a FNMA or FHLMC security or held for investment. Investors may be approached to convert existing mortgage-backed securities into UMBS, possibly with an inducement fee being offered to holders of FHLMC mortgage-backed securities. 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 obligations directly guaranteed by the U.S. government. The average life of a mortgage-backed security is likely to be substantially less than the original maturity of the mortgage pools underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures will usually result in the return of the greater part of principal invested far in advance of the maturity of the mortgages in the pool.

ASSET-BACKED SECURITIES. Certain Portfolios may invest in asset-backed securities, which represent participations in, or are secured by and payable from, pools of assets including company receivables, truck and auto loans, leases and credit card receivables. The asset pools that back asset-backed securities are securitized through the use of privately-formed trusts or special purpose corporations. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation, or other credit enhancements may be present. Certain asset backed securities may be considered derivative instruments.

COLLATERALIZED DEBT OBLIGATIONS. The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and The Commodity Returns Strategy Portfolio may invest in collateralized debt obligations (“CDOs”), which include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. CBOs, CLOs and other CDOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. The collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include, among other things, 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. Other CDOs are trusts backed by other types of assets representing obligation of various parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.

For both CBOs, CLOs and other CDOs, 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 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 they are partially protected from defaults, senior tranches from a CBO trust, CLO trust or trust of another CDO typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO, CLO or other CDO 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, CLO or other CDO securities as a class.

The risks of an investment in a CBO, CLO or other CDO depend largely on the type of the collateral securities and the class of the instrument in which a Portfolio 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 characterized by the Portfolio as illiquid securities, however an active dealer market may exist for CBOs, CLOs and other CDOs allowing them to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities, CBOs, CLOs and other CDOs carry additional risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii)

 

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the quality of the collateral may decline in value or default; (iii) the Portfolio may invest in CBOs, CLOs and other 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.

STRIPPED MORTGAGE-BACKED SECURITIES. SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.

SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Portfolio’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated pre-payments of principal, a Portfolio may fail to recoup some or all of its initial investment in these securities even if the security is in one of the highest rating categories.

CREDIT RISK TRANSFER SECURITIES. The Fixed Income Opportunity Portfolio may invest in fixed- or floating-rate unsecured general obligations issued from time to time by FHLMC, FNMA or other government sponsored entities (“GSEs’). These obligations are referred to as “Credit Risk Transfer Securities.” Typically, such Securities are issued at par and have stated final maturities. The Securities are structured so that: (i) interest is paid directly by the issuing GSE; and (ii) principal is paid by the issuing GSE in accordance with the principal payments and default performance of a certain pool of residential mortgage loans held in various GSE-guaranteed MBS’ (“Reference Obligations”). The issuing GSE selects the pool of Reference Obligations based on that GSE’s eligibility criteria. The performance of the Securities will be directly affected by the selection of the Reference Obligations by the GSE. Such Securities are issued in tranches to which are allocated certain principal repayments and credit losses corresponding to the seniority of the particular tranche. Each tranche of Securities will have credit exposure to the Reference Obligations and the yield to maturity will be directly related to the amount and timing of certain defined credit events on the Reference Obligations, any prepayments by borrowers and any removals of a Reference Obligation from the pool.

While the structure of Credit Risk Transfer Securities mimics the cash flows of a mezzanine securitized tranche, the Securities are not directly linked to the Reference Obligations. Thus, the payment of principal and interest on the Securities is tied to the performance of the pool of Reference Obligations. However, in no circumstances will the actual cash flow from the Reference Obligation be paid or otherwise made available to the holders of the Securities. This is different than in the case of covered notes, where the issuer default would allow investors to have an additional lien on the underlying loans.

The risks associated with an investment in Credit Risk Transfer Securities will be different than the risks associated with an investment in MBS. The Securities are the corporate obligations of the issuing GSE and are not secured by the Reference Obligation, the mortgaged properties or the borrowers’ payments under the Reference Obligations. Holders of the Securities are general creditors of the issuing GSE and will be subject to the risk that the issuing GSE will be unable to meet its obligation to pay the principal and interest of the Securities in accordance with their terms of issuance. The Securities may be considered high risk and complex securities. As a result, in the event that a GSE fails to pay principal or interest on the Securities or goes through a bankruptcy, insolvency or similar proceeding (but conservatorship of Freddie Mac or Fannie Mae would not be considered an “event of default”), holders of Credit Risk Transfer Securities have no direct recourse to the underlying loans. Such holders will receive recovery on par with other unsecured note holders (agency debentures) in such scenario.

REAL ESTATE SECURITIES

REAL ESTATE INVESTMENT TRUSTS (“REITS”). REITs are pooled investment vehicles that invest the majority of their assets directly in real property and/or in loans to building developers. They derive income primarily from the collection of rents and/or interest on loans.

REITs are sometimes informally characterized as Equity REITs, Mortgage REITs, Hybrid REITs and REOCs. An Equity REIT invests primarily in the fee ownership or leasehold ownership of land and buildings and derives its income primarily from rental income. An Equity REIT may also realize capital gains (or losses) by selling real estate properties in its portfolio that have appreciated (or depreciated) in value. A Mortgage REIT invests primarily in mortgages on real estate, which may secure construction, development or long-term loans. A Mortgage REIT generally derives its income primarily from interest payments on the credit it has extended. A Hybrid REIT combines the characteristics of Equity REITs and Mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate. REOCs are real estate companies that engage in the development, management, or financing of real estate. Typically, they provide services such as property management, property development, facilities management, and real estate financing.

 

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REOCs are publicly traded corporations that have not elected to be taxed as REITs. The three primary reasons for such an election are (a) availability of tax-loss carryforwards, (b) operation in non-REIT-qualifying lines of business, and (c) ability to retain earnings.

Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Code. A Portfolio will indirectly bear its proportionate share of expenses incurred by REITs in which it invests in addition to the expenses incurred directly by the Portfolio.

Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. First, the value of a REIT may be affected by changes in the value of the underlying property owned by the REITs. In addition, REITs are dependent upon management skills, are not diversified, are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemption from registration under the Investment Company Act.

Investment in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, small capitalization stocks, such as REITs, have been more volatile in price than the larger capitalization stocks included in the Standard & Poor’s 500 Composite Stock Price Index (the “S&P Index”).

MUNICIPAL SECURITIES

As stated in the Prospectus, The Short-Term Municipal Bond, The Intermediate Term Municipal Bond, The Intermediate Term Municipal Bond II Portfolios and The U.S. Corporate Fixed Income Securities Portfolio, and to a lesser extent The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and each of the other Income Portfolios, may invest in municipal securities. Municipal securities consist of bonds, notes and other instruments issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies or instrumentalities, the interest on which is exempt from regular federal tax. Municipal securities may also be issued on a taxable basis.

The two principal classifications of municipal securities are “general obligations” and “revenue obligations.” General obligations are secured by the issuer’s pledge of its full faith and credit for the payment of principal and interest although the characteristics and enforcement of general obligations may vary according to law applicable to the particular issuer. Revenue obligations, which include, but are not limited to, private activity bonds, resource recovery bonds, certificates of participation and certain municipal notes, are not backed by the credit and taxing authority of the issuer and are payable solely from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Nevertheless, the obligations of the issuers with respect to “general obligations” and/or “revenue obligations” may be backed by a letter of credit, guarantee or insurance. General obligations and revenue obligations may be issued in a variety of forms, including commercial paper, fixed, variable and floating rate securities, tender option bonds, auction rate bonds and capital appreciation bonds. In addition to general obligations and revenue obligations, there is a variety of hybrid and special types of municipal securities. There are also numerous differences in the credit backing of municipal securities both within and between these two principal classifications. For the purpose of applying a Portfolio’s investment restrictions, the identification of the issuer of a municipal security which is not a general obligation is made by the appropriate Specialist Manager based on the characteristics of the municipal security, the most important of which is the source of funds for the payment of principal and interest on such securities.

An entire issue of municipal securities may be purchased by one or a small number of institutional investors such as a Portfolio. Thus, the issue may not be said to be publicly offered. Unlike some securities that are not publicly offered, a secondary market exists for many municipal securities that were not publicly offered initially and such securities can be readily marketable. The obligations of an issuer to pay the principal of and interest on a municipal security are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any, that may be enacted by Congress or state legislatures extending the time for payment of principal or interest or imposing other constraints upon the enforcement of such obligations. There is also the possibility that, as a result of litigation or other conditions, the power or ability of the issuer to pay principal of or interest on a municipal security when due may be materially affected.

MUNICIPAL LEASES, CERTIFICATES OF PARTICIPATION AND OTHER PARTICIPATION INTERESTS. Municipal leases frequently involve special risks not normally associated with general obligation or revenue bonds, some of which are summarized in the Prospectus. In addition, leases and installment purchase or conditional sale contracts (which normally provide for title to the leased asset to pass eventually to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases or contracts of “non-appropriation” clauses that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis. Thus, a Portfolio’s investment in municipal leases will be subject to the special risk that the governmental issuer may not appropriate funds for lease payments. In addition, such leases or contracts may be subject to the temporary abatement of payments in the event the issuer is prevented from maintaining occupancy of the leased premises or utilizing the

 

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leased equipment. Although the obligations may be secured by the leased equipment or facilities, the disposition of the property in the event of non-appropriation or foreclosure might prove difficult, time consuming and costly, and result in an unsatisfactory or delayed recoupment of a Portfolio’s original investment.

Certificates of participation represent undivided interests in municipal leases, installment purchase contracts or other instruments. The certificates are typically issued by a trust or other entity which has received an assignment of the payments to be made by the state or political subdivision under such leases or installment purchase contracts.

Certain municipal lease obligations and certificates of participation may be deemed illiquid for the purpose of the Portfolios’ respective limitations on investments in illiquid securities. Other municipal lease obligations and certificates of participation acquired by a Portfolio may be determined by the appropriate Specialist Manager, pursuant to guidelines adopted by the Board, to be liquid securities for the purpose of such Portfolio’s limitation on investments in illiquid securities. In determining the liquidity of municipal lease obligations and certificates of participation, the appropriate Specialist Manager will consider a variety of factors including: (1) the willingness of dealers to bid for the security; (2) the number of dealers willing to purchase or sell the obligation and the number of other potential buyers; (3) the frequency of trades or quotes for the obligation; and (4) the nature of the marketplace trades. In addition, the appropriate Specialist Manager will consider factors unique to particular lease obligations and certificates of participation affecting the marketability thereof. These include the general creditworthiness of the issuer, the importance to the issuer of the property covered by the lease and the likelihood that the marketability of the obligation will be maintained throughout the time the obligation is held by a Portfolio. No Portfolio, with the exception of The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Fixed Income Opportunity Portfolio and The Commodity Returns Strategy Portfolio, may invest more than 5% of its net assets in municipal leases. Each of the Income Portfolios may purchase participations in municipal securities held by a commercial bank or other financial institution. Such participations provide a Portfolio with the right to a pro rata undivided interest in the underlying municipal securities. In addition, such participations generally provide a Portfolio with the right to demand payment, on not more than seven days’ notice, of all or any part of the Portfolio’s participation interest in the underlying municipal security, plus accrued interest.

MUNICIPAL NOTES. Municipal securities in the form of notes generally are used to provide for short-term capital needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three years. Such instruments may include Tax Anticipation Notes, Revenue Anticipation Notes, Bond Anticipation Notes, Tax and Revenue Anticipation Notes and Construction Loan Notes. Tax Anticipation Notes are issued to finance the working capital needs of governments. Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and business taxes, and are payable from these specific future taxes. Revenue Anticipation Notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under federal revenue sharing programs. Bond Anticipation Notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the notes. Tax and Revenue Anticipation Notes combine the funding sources of both Tax Anticipation Notes and Revenue Anticipation Notes. Construction Loan Notes are sold to provide construction financing. These notes are secured by mortgage notes insured by the Federal Housing Authority; however, the proceeds from the insurance may be less than the economic equivalent of the payment of principal and interest on the mortgage note if there has been a default. The obligations of an issuer of municipal notes are generally secured by the anticipated revenues from taxes, grants or bond financing. An investment in such instruments, however, presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient to satisfy the issuer’s payment obligations under the notes or that refinancing will be otherwise unavailable.

PRE-REFUNDED MUNICIPAL SECURITIES. The principal of and interest on municipal securities that have been pre-refunded are no longer paid from the original revenue source for the securities. Instead, after pre-refunding, the source of such payments is typically an escrow fund consisting of obligations issued or guaranteed by the U.S. Government. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer. Pre-refunded municipal securities are usually purchased at a price which represents a premium over their face value. 2017 legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”) repealed the exclusion from gross income for interest on pre-refunded municipal securities effective for such bonds issued after December 31, 2017.

AUCTION RATE SECURITIES. Auction rate securities consist of auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies that invest primarily in municipal securities. Provided that the auction mechanism is successful, auction rate securities usually permit the holder to sell the securities in an auction at par value at specified intervals. The dividend is reset by “Dutch” auction in which bids are made by broker-dealers and other institutions for a certain amount of securities at a specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend rate that covers all securities offered for

 

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sale. While this process is designed to permit auction rate securities to be traded at par value, there is the risk that an auction will fail due to insufficient demand for the securities.

Dividends on auction rate preferred securities issued by a closed-end fund may be designated as exempt from federal income tax to the extent they are attributable to tax-exempt interest income earned by the fund on the securities in its portfolio and distributed to holders of the preferred securities, provided that the preferred securities are treated as equity securities for federal income tax purposes and the closed-end fund complies with certain requirements under the Code. For purposes of complying with the 20% limitation on each of the municipal Portfolio’s investments in taxable investments, auction rate preferred securities will be treated as taxable investments unless substantially all of the dividends on such securities are expected to be exempt from regular federal income taxes.

A Portfolio’s investments in auction rate preferred securities of closed-end funds are subject to limitations on investments in other U.S. registered investment companies, which limitations are prescribed by the Investment Company Act. A Portfolio will indirectly bear its proportionate share of any management fees paid by such closed-end funds in addition to the advisory fee payable directly by that Portfolio.

PRIVATE ACTIVITY BONDS. Certain types of municipal securities, generally referred to as industrial development bonds (and referred to under current tax law as private activity bonds), are issued by or on behalf of public authorities to obtain funds for privately-operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of industrial development bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place substantial limitations on the size of such issues. The interest from certain private activity bonds owned by a Portfolio (including an Income Portfolio’s distributions attributable to such interest) may be a preference item for purposes of the alternative minimum tax. The Short-Term Municipal Bond Portfolio does not currently intend to invest in Private Activity Bonds.

TAX-EXEMPT COMMERCIAL PAPER. Issues of tax-exempt commercial paper typically represent short-term, unsecured, negotiable promissory notes. These obligations are issued by state and local governments and their agencies to finance working capital needs of municipalities or to provide interim construction financing and are paid from general revenues of municipalities or are refinanced with long-term debt. In most cases, tax-exempt commercial paper is backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or other institutions.

TENDER OPTION BONDS. A tender option bond is a municipal security (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term tax-exempt rates. The bond is typically issued in conjunction with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which such institution grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof.

As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the bond’s fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination. Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term tax-exempt rate. However, an institution will not be obligated to accept tendered bonds in the event of certain defaults or a significant downgrade in the credit rating assigned to the issuer of the bond. The liquidity of a tender option bond is a function of the credit quality of both the bond issuer and the financial institution providing liquidity. Tender option bonds are deemed to be liquid unless, in the opinion of the appropriate Specialist Manager, the credit quality of the bond issuer and the financial institution is deemed, in light of the Portfolio’s credit quality requirements, to be inadequate. Each Income Portfolio intends to invest only in tender option bonds the interest on which will, in the opinion of bond counsel, counsel for the issuer of interests therein or counsel selected by the appropriate Specialist Manager, be exempt from regular federal income tax. However, because there can be no assurance that the Internal Revenue Service (“IRS”) will agree with such counsel’s opinion in any particular case, there is a risk that an Income Portfolio will not be considered the owner of such tender option bonds and thus will not be entitled to treat such interest as exempt from such tax. Additionally, the federal income tax treatment of certain other aspects of these investments, including the proper tax treatment of tender option bonds and the associated fees, in relation to various regulated investment company tax provisions is unclear. Each Income Portfolio intends to manage its portfolio in a manner designed to eliminate or minimize any adverse impact from the tax rules applicable to these investments.

 

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OTHER FIXED INCOME SECURITIES AND STRATEGIES.

HIGH YIELD SECURITIES AND SECURITIES OF DISTRESSED COMPANIES. High yield securities, commonly referred to as junk bonds, are debt obligations rated below investment grade, i.e., below BBB by Standard & Poor’s Ratings Group (“S&P”) or Baa by Moody’s Investors Service, Inc. (“Moody’s”), or their unrated equivalents. The Fixed Income Opportunity Portfolio invests primarily in such securities. The Real Estate Securities Portfolio, The Core Fixed Income Portfolio and the Intermediate Term Municipal Bond Portfolio may also invest in such securities according to each Portfolio’s Prospectus. High yield securities and securities of distressed companies generally provide greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk. Securities of distressed companies include both debt and equity securities. High yield securities and debt securities of distressed companies are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Issuers of high yield and distressed company securities may be involved in restructurings or bankruptcy proceedings that may not be successful. While any investment carries some risk, certain risks associated with high yield securities and debt securities of distressed companies which are different than those for investment grade are as follows:

 

  1.

The market for high risk, high yield securities and debt securities of distressed companies may be thinner and less active, causing market price volatility and limited liquidity in the secondary market. This may limit the ability of a Portfolio to sell these securities at their fair market values either to meet redemption requests, or in response to changes in the economy or the financial markets.

 

  2.

Market prices for high risk, high yield securities and debt securities of distressed companies may also be affected by investors’ perception of the issuer’s credit quality and the outlook for economic growth. Thus, prices for high risk, high yield securities and debt securities of distressed companies may move independently of interest rates and the overall bond market.

 

  3.

The market for high risk, high yield and distressed company securities may be adversely affected by legislative and regulatory developments.

 

  4.

The risk of loss through default is greater for high yield fixed income securities and securities of distressed companies than for investment grade debt because the issuers of these securities frequently have high debt levels and are thus more sensitive to difficult economic conditions, individual corporate developments and rising interest rates.

Consequently, the market price of these securities may be quite volatile and may result in wider fluctuations in a Portfolio’s net asset value per share.

In addition, an economic downturn or increase in interest rates could have a negative impact on both the markets for high yield and distressed company securities (resulting in a greater number of bond defaults) and the value of such securities held by a Portfolio. Current laws, such as those requiring federally insured savings and loan associations to remove investments in such lower rated securities from their funds, as well as other pending proposals, may also have a material adverse effect on the market for lower rated securities.

The economy and interest rates may affect high yield securities and debt securities of distressed companies differently than other securities. For example, the prices of such securities are more sensitive to adverse economic changes or individual corporate developments than are the prices of higher rated investments. In addition, during an economic downturn or period in which interest rates are rising significantly, highly leveraged issuers may experience financial difficulties, which, in turn, would adversely affect their ability to service their principal and interest payment obligations, meet projected business goals and obtain additional financing.

Any subsequent change in a rating assigned by any rating service to a security (or, if unrated, deemed to be of comparable quality), or change in the percentage of Portfolio assets invested in certain securities or other instruments, or change in the average duration of a Portfolio’s investment portfolio, resulting from market fluctuations or other changes in a Portfolio’s total assets will not require the Portfolio to dispose of an investment. If an issuer of a security held by a Portfolio defaults, that Portfolio may incur additional expenses to seek recovery. In addition, periods of economic uncertainty would likely result in increased volatility for the market prices of high yield securities and debt securities of distressed companies as well as the Portfolio’s net asset value. In general, both the prices and yields of such securities will fluctuate.

In certain circumstances it may be difficult to determine a security’s fair value due to a lack of reliable objective information. Such instances occur where there is no established secondary market for the security or the security is lightly traded. As a result, a Portfolio’s valuation of a security and the price it is actually able to obtain when it sells the security could differ.

Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of high yield and distressed company securities held by a Portfolio, especially in a thinly traded market. Illiquid or restricted securities held by a Portfolio may involve special registration responsibilities, liabilities and costs, and could involve other liquidity and valuation difficulties.

 

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The ratings of Moody’s, S&P and Fitch evaluate the safety of a lower rated security’s principal and interest payments, but do not address market value risk. Because the ratings of the rating agencies may not always reflect current conditions and events, in addition to using recognized rating agencies and other sources, the Specialist Managers perform their own analysis of the issuers of high yield securities and debt securities of distressed companies purchased by a Portfolio. Because of this, a Portfolio’s performance may depend more on its own credit analysis than is the case for mutual funds investing in higher rated securities.

The Specialist Managers continuously monitor the issuers of high yield securities and debt securities of distressed companies held by a Portfolio for their ability to make required principal and interest payments, as well as in an effort to control the liquidity of the Portfolio so that it can meet redemption requests.

CUSTODIAL RECEIPTS. Custodial Receipts are U.S. government securities and their unmatured interest coupons that have been separated (“stripped”) by their holder, typically a custodian bank or investment brokerage firm. Having separated the interest coupons from the underlying principal of the U.S. government securities, the holder will resell the stripped securities in custodial receipt programs with a number of different names, including “Treasury Income Growth Receipts” (“TIGRs”) and “Certificate of Accrual on Treasury Securities” (“CATS”). The stripped coupons are sold separately from the underlying principal, which is usually sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic interest (cash) payments. The underlying U.S. Treasury bonds and notes themselves are generally held in book-entry form at a Federal Reserve Bank. Counsel to the underwriters of these certificates or other evidences of ownership of U.S. Treasury securities have stated that, in their opinion, purchasers of the stripped securities most likely will be deemed the beneficial holders of the underlying U.S. government securities for federal tax and securities purposes. In the case of CATS and TIGRs, the IRS has reached this conclusion for the purpose of applying the tax diversification requirements applicable to regulated investment companies such as the Portfolios. CATS and TIGRs are not considered U.S. government securities by the staff of the Commission. Further, the IRS conclusion noted above is contained only in a general counsel memorandum, which is an internal document of no precedential value or binding effect, and a private letter ruling, which also may not be relied upon by the Portfolios. The Trust is not aware of any binding legislative, judicial or administrative authority on this issue.

WHEN-ISSUED SECURITIES. When-issued transactions involve a commitment to purchase at a predetermined price or yield in which delivery takes place after the customary settlement period for that type of security. Fixed income securities may be purchased on a “when-issued” basis. The price of securities purchased on a when-issued basis, which may be expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment for the when-issued securities takes place at a later date. Normally, the settlement date occurs within one month of the purchase. At the time a commitment to purchase a security on a when-issued basis is made, the transaction is recorded and the value of the security will be reflected in determining net asset value. No payment is made by the purchaser, until settlement. The market value of the when-issued securities may be more or less than the purchase price. The Trust does not believe that net asset value will be adversely affected by the purchase of securities on a when-issued basis. Equity securities acquired by an Equity Portfolio as a result of corporate actions such as spin-offs may be treated as when-issued securities under certain circumstances. Additionally, when selling a security on a when-issued, delayed delivery, or forward commitment basis without owning the security, a Portfolio will incur a loss if the security’s price appreciates in value such that the security’s price is above the agreed upon price on the settlement date.

A Portfolio may dispose of or renegotiate a transaction after it is entered into, and may purchase or sell when-issued, delayed delivery or forward commitment securities before the settlement date, which may result in a gain or loss. To the extent permitted by applicable law, there is no percentage limitation on the extent to which the Portfolios may purchase or sell securities on a when-issued, delayed delivery, or forward commitment basis.

INDEBTEDNESS, LOAN PARTICIPATIONS AND ASSIGNMENTS. Certain Portfolios may purchase indebtedness and participations in commercial loans. Loan Participations typically will result in a Portfolio having a contractual relationship only with the lender, not with the borrower. A Portfolio will have the right to receive payments of principal, interest, and any fees to which it is entitled only from the lender selling the Participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing indebtedness and Loan Participations, a Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Portfolio may not benefit directly from any collateral supporting the loan in which it has purchased the Participation. As a result, a Portfolio will assume the credit risk of both the borrower and the lender that is selling the Participation. In the event of the insolvency of the lender selling indebtedness or a Loan Participation, a Portfolio may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. A Portfolio will acquire indebtedness and Loan Participations only if the lender interpositioned between the Portfolio and the borrower is determined by the applicable Specialist Manager to be creditworthy. When a Portfolio purchases Assignments from lenders, the Portfolio will acquire direct rights against the borrower on the loan, except that under certain circumstances such rights may be more limited than those held by the assigning lender. Indebtedness is different from traditional debt securities in that debt securities are part of a large issue of securities to the public and indebtedness may not be a security, but may represent a specific commercial loan to a borrower.

 

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A Portfolio may have difficulty disposing of Indebtedness, Assignments and Loan Participations. Since the market for such instruments is not highly liquid, the Portfolio anticipates that such instruments could be sold only to a limited number of institutional investors. Further, restrictions in the underlying credit agreement could limit the number of eligible purchasers. The lack of a highly liquid secondary market and restrictions in the underlying credit agreement may have an adverse impact on the value of such instruments and will have an adverse impact on the Portfolio’s ability to dispose of particular Assignments or Loan Participations in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. In valuing a Loan Participation or Assignment held by a Portfolio for which a secondary trading market exists, the Portfolio will rely upon prices or quotations provided by banks, dealers or pricing services. To the extent a secondary trading market does not exist, the Portfolio’s Loan Participations and Assignments will be valued in accordance with procedures adopted by the Board of Trustees, taking into consideration, among other factors: (i) the creditworthiness of the borrower and the lender; (ii) the current interest rate; period until next rate reset and maturity of the loan; (iii) currently available prices in the market for similar loans; and (iv) currently available prices in the market for instruments of similar quality, rate, period until next interest rate reset and maturity. The secondary market for loan participations is limited and any such participation purchased by Specialist Manager may be regarded as illiquid.

Loan Collateral. In order to borrow money pursuant to a Senior Loan, a borrower will frequently, for the term of the Senior Loan, pledge collateral, including but not limited to, (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights (but excluding goodwill); and/or (iv) security interests in shares of stock of subsidiaries or affiliates. In the case of Senior Loans made to non-public companies, the company’s shareholders or owners may provide collateral in the form of secured guarantees and/or security interests in assets that they own. In many instances, a Senior Loan may be secured only by stock in the borrower or its subsidiaries. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy a borrower’s obligations under a Senior Loan.

Certain Fees Paid to or by the Portfolios. In the process of buying, selling and holding Senior Loans, the Portfolios may receive and/or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When the Portfolios buy a Senior Loan they may receive a facility fee and when it sells a Senior Loan it may pay a facility fee. On an ongoing basis, the Portfolios may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, the Portfolios may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a borrower. Other fees received by the Portfolios may include amendment fees.

Borrower Covenants. A borrower must comply with various restrictive covenants contained in a loan agreement or note purchase agreement between the borrower and the holders of the Senior Loan (the “Loan Agreement”). Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the borrower to maintain specific minimum financial ratios, and limits on total debt. In addition, the Loan Agreement may contain a covenant requiring the borrower to prepay the Loan with all or a portion of any free cash flow. Free cash flow is generally defined as net cash flow after scheduled debt service payments and permitted capital expenditures, and includes the proceeds from asset dispositions or sales of securities. A breach of a covenant which is not waived by the Agent, or by the Loan Investors directly, as the case may be, is normally an event of acceleration; i.e., the Agent, or the Loan Investors directly, as the case may be, have the right to call the outstanding Senior Loan. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on reports from the borrower may involve a risk of fraud by the borrower. In the case of a Senior Loan in the form of a Participation, the agreement between the buyer and seller may limit the rights of the holder to vote on certain changes which may be made to the Loan Agreement, such as loosening a covenant. However, the holder of the Participation will, in almost all cases, have the right to vote on or direct the seller of the Participation to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate.

Administration of Loans. In a typical Senior Loan, the Agent administers the terms of the Loan Agreement. In such cases, the Agent is normally responsible for the collection of principal and interest payments from the borrower and the apportionment of these payments to the credit of all institutions which are parties to the Loan Agreement. The Portfolios will generally rely upon the Agent or an intermediate participant to receive and forward to the Portfolios its portion of the principal and interest payments on the Senior Loan. Furthermore, unless under the terms of a Participation Agreement the Portfolios have direct recourse against the borrower, the Portfolios will rely on the Agent and the other Loan Investors to use appropriate credit remedies against the borrower. The Agent is typically responsible for monitoring compliance with covenants contained in the Loan Agreement based upon reports prepared by the borrower. The Agent of the Senior Loan usually does, but is often not obligated to, notify holders of Senior Loans of any failures of compliance. The Agent may monitor the value of the collateral and, if the value of the collateral declines, may accelerate the Senior Loan, may give the borrower an opportunity to provide additional collateral or may seek other protection for the benefit of the holders of the Senior Loan. The Agent is compensated by the borrower for providing these services under a Loan Agreement, and such compensation may include special fees paid upon structuring and funding the Senior Loan and other fees paid on a continuing basis. With respect to Senior Loans for which the Agent does not perform such administrative and enforcement functions, the Portfolios will perform such tasks on its own behalf, although a collateral bank will typically hold any collateral on behalf of the Portfolios and the other Loan Investors pursuant to the applicable Loan Agreement.

 

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A financial institution’s appointment as Agent may be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership, or, if not FDIC insured, enters into bankruptcy proceedings. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of Senior Loans. However, if assets held by the Agent for the benefit of the Portfolios were determined to be subject to the claims of the Agent’s general creditors, the Portfolios might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of principal and/or interest. In situations involving intermediate participants similar risks may arise.

Prepayments. Senior Loans can require, in addition to scheduled payments of interest and principal, the prepayment of the Senior Loan from free cash flow, as defined above. The degree to which borrowers prepay Senior Loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower and competitive conditions among Loan Investors, among other factors. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Portfolios derive interest income will be reduced. However, the Portfolios may receive both a prepayment penalty fee from the prepaying borrower and a facility fee upon the purchase of a new Senior Loan with the proceeds from the prepayment of the former. Prepayments generally will not materially affect the Portfolios’ performance because the Portfolios should be able to reinvest prepayments in other Senior Loans that have similar yields (subject to market conditions) and because receipt of any fees may mitigate any adverse impact on the Portfolios’ yield.

Other Information Regarding Senior Loans. Certain Portfolios may purchase and retain a Senior Loan where the borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may provide opportunities for enhanced income as well as capital appreciation. At times, in connection with the restructuring of a Senior Loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, the Portfolios may determine or be required to accept equity securities or junior debt securities in exchange for all or a portion of a Senior Loan. As soon as reasonably practical, a Portfolio will divest itself of any equity securities or any junior debt securities received if it is determined that the security is an ineligible holding for the Portfolio.

Certain Portfolios may acquire interests in Senior Loans which are designed to provide temporary or “bridge” financing to a borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. Bridge loans are often unrated. The Portfolios may also invest in Senior Loans of borrowers that have obtained bridge loans from other parties. A borrower’s use of bridge loans involves a risk that the borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrower’s perceived creditworthiness.

Certain Portfolios will be subject to the risk that collateral securing a loan will decline in value or have no value. Such a decline, whether as a result of bankruptcy proceedings or otherwise, could cause the Senior Loan to be under-collateralized or unsecured. In most credit agreements there is no formal requirement to pledge additional collateral. In addition, the Portfolios may invest in Senior Loans guaranteed by, or secured by assets of, shareholders or owners, even if the Senior Loans are not otherwise collateralized by assets of the borrower; provided, however, that such guarantees are fully secured. There may be temporary periods when the principal asset held by a borrower is the stock of a related company, which may not legally be pledged to secure a Senior Loan. On occasions when such stock cannot be pledged, the Senior Loan will be temporarily unsecured until the stock can be pledged or is exchanged for or replaced by other assets, which will be pledged as security for the Senior Loan.

If a borrower becomes involved in bankruptcy proceedings, a court may invalidate the Portfolios’ security interest in the loan collateral or subordinate the Portfolios’ rights under the Senior Loan to the interests of the borrower’s unsecured creditors or cause interest previously paid to be refunded to the borrower. If a court required interest to be refunded, it could negatively affect the Portfolios’ performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the borrower did not receive fair consideration for granting the security interest in the loan collateral to the Portfolios or a “preference claim” that a pre-petition creditor received a greater recovery on an existing debt than it would have in a liquidation situation. For Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the borrower, but were instead paid to other persons (such as shareholders of the borrower) in an amount which left the borrower insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of the Portfolios’ security interest in loan collateral. If the Portfolios’ security interest in loan collateral is invalidated or the Senior Loan is subordinated to other debt of a borrower in bankruptcy or other proceedings, the Portfolios would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or the Portfolios could also have to refund interest (see the prospectus for additional information).

Certain Portfolios may acquire warrants and other equity securities as part of a unit combining a Senior Loan and equity securities of a borrower or its affiliates. The acquisition of such equity securities will only be incidental to the Portfolios’ purchase of a Senior Loan. Certain Portfolios may also acquire equity securities or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with the debt restructuring or reorganization of a borrower, or if such acquisition, in the judgment of the Specialist Manager, may enhance the value of a Senior Loan or would otherwise be consistent with the Portfolios investment policies.

 

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Regulatory Changes. To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or regulation could depress the market value of Senior Loans.

TRADE CLAIMS. Certain Portfolios may purchase trade claims and similar obligations or claims against companies in bankruptcy proceedings. Trade claims are non-securitized rights of payment arising from obligations that typically arise when vendors and suppliers extend credit to a company by offering payment terms for products and services. If the company files for bankruptcy, payments on these trade claims stop and the claims are subject to compromise along with the other debts of the company. Trade claims may be purchased directly from the creditor or through brokers. There is no guarantee that a debtor will ever be able to satisfy its trade claim obligations. Trade claims are subject to the risks associated with low-quality obligations.

STRUCTURED PRODUCTS. One common type of security is a “structured” product. Structured products, such as structured notes, generally are individually negotiated agreements and may be traded OTC. They are organized and operated to restructure the investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans) and the issuance by that entity of one or more classes of securities (“structured securities”) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments.

With respect to structured products, because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured securities are generally of a class that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities. Structured securities are typically sold in private placement transactions, and there is currently no active trading market for these securities.

Structured products include instruments such as credit-linked securities, commodity-linked notes and structured notes, which are potentially high-risk derivatives. For example, a structured product may combine a traditional stock, bond, or commodity with an option or forward contract.

Structured Notes. Structured notes are derivative instruments, the interest rate or principal of which is determined by reference to changes in value of a specific security, reference rate, or index. Indexed securities, similar to structured notes, are typically, but not always, debt securities whose value, maturity or coupon rate is determined by reference to other securities. The performance of a structured note or indexed security is based upon the performance of the underlying instrument.

The terms of a structured note may provide that, in certain circumstances, no principal is due on maturity and, therefore, may result in loss of investment. Structured notes may be indexed positively or negatively to the performance of the underlying instrument such that the appreciation or deprecation of the underlying instrument will have a similar effect on the value of the structured note at maturity or of any coupon payment. In addition, changes in the interest rate and value of the principal at maturity may be fixed at a specific multiple of the change in value of the underlying instrument, making the value of the structured note more volatile than the underlying instrument. Further, structured notes may be less liquid and more difficult to price accurately than less complex securities or traditional debt securities

Credit-Linked Securities. Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain high yield or other fixed income markets. For example, a Portfolio may invest in credit-linked securities as a cash management tool in order to gain exposure to the high yield markets and/or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, investments in credit-linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the trust’s receipt of payments from, and the trust’s potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests. For instance, the trust may sell one or more credit default swaps, under which the trust would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the trust would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation.

 

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This, in turn, would reduce the amount of income and principal that a Portfolio would receive as an investor in the trust. A Portfolio’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is expected that the securities will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.

Commodity-Linked Notes. The Commodity Returns Strategy Portfolio may invest in commodity linked notes. Certain structured products may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked structured products may be either equity or debt securities, leveraged or unleveraged, and have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. The Commodity Returns Strategy Portfolio will only invest in commodity-linked structured products that qualify under applicable rules of the U.S. Commodity Futures Trading Commission (“CFTC”) for an exemption from the provisions of the CEA.

Certain issuers of structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the Portfolio’s investments in these structured products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.

EURODOLLAR AND YANKEE DOLLAR OBLIGATIONS. Eurodollar obligations are U.S. dollar denominated obligations issued outside the United States by non-U.S. corporations or other entities. Yankee dollar obligations are U.S. dollar denominated obligations issued in the United States by non-U.S. corporations or other entities. Yankee obligations are subject to the same risks that pertain to the domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Yankee obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital from flowing across their borders. Other risks include: adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes; and the expropriation or nationalization or foreign issuers.

ZERO COUPON SECURITIES. Zero coupon securities are debt securities that make no coupon payment but are sold at substantial discounts from their value at maturity. When a zero coupon security is held to maturity, its entire return, which consists of the amortization of discount, comes from the difference between its purchase price and its maturity value. This difference is known at the time of purchase, so that investors holding zero coupon securities until maturity know at the time of their investment what the expected return on their investment will be. Zero coupon securities may have conversion features. Zero coupon securities tend to be subject to greater price fluctuations in response to changes in interest rates than are ordinary interest-paying debt securities with similar maturities. The value of zero coupon securities appreciates more during periods of declining interest rates and depreciates more during periods of rising interest rates than ordinary interest-paying debt securities with similar maturities. Zero coupon securities may be issued by a wide variety of corporate and governmental issuers. Although these instruments are generally not traded on a national securities exchange, they are widely traded by brokers and dealers and, to such extent, will generally not be considered illiquid for the purposes of a Portfolio’s limitation on investments in illiquid securities.

INFLATION-INDEXED SECURITIES. Inflation-indexed securities are debt securities, the principal value of which is periodically adjusted to reflect the rate of inflation as indicated by the Consumer Price Index (CPI). Inflation indexed securities may be issued by the U.S. government, by agencies and instrumentalities of the U.S. government, and by corporations. There are two common ways that these securities are structured. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the CPI accruals as part of a semiannual coupon.

The periodic adjustment of U.S. inflation-indexed securities is tied to the CPI, which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation, and energy. Inflation-indexed securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

Inflation generally erodes the purchasing power of an investor’s portfolio. For example, if an investment provides a “nominal” total return of 5% in a given year and inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. Inflation, as measured by the CPI, has occurred in each of the past 50 years, so investors should be conscious of both the nominal and real returns of their investments. Investors in inflation-indexed securities funds who do not reinvest the portion of the income distribution that is attributable to inflation adjustments will not maintain the purchasing power of the investment over the long term. This is because interest earned depends on the amount of principal invested, and that principal will not grow with inflation if the investor fails to reinvest the principal adjustment paid out as part of a fund’s income distributions. Although inflation-indexed securities are expected

 

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to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise because of reasons other than inflation (for example, because of changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

If the periodic adjustment rate measuring inflation (i.e., the CPI) falls, the principal value of inflation-indexed securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed securities, even during a period of deflation. However, the current market value of the inflation-indexed securities is not guaranteed, and will fluctuate. Other inflation indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed securities should change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.

Coupon payments that a fund receives from inflation-indexed securities are included in the fund’s gross income for the period during which they accrue. Any increase in principal for an inflation-indexed security resulting from inflation adjustments is considered by IRS regulations to be taxable income in the year it occurs. For direct holders of an inflation-indexed security, this means that taxes must be paid on principal adjustments, even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments each quarter in the form of cash or reinvested shares (which, like principal adjustments, are taxable to shareholders). It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.

TREASURY INFLATION PROTECTED SECURITIES (“TIPS”). TIPS are securities issued by the U.S. Treasury that are designed to provide inflation protection to investors. TIPS are income-generating instruments that provide a ‘real rate of return’ by adjusting interest and principal payments for the impact of inflation. This periodic inflation adjustment of U.S. inflation-indexed securities is tied to the Consumer Price Index (CPI), which is calculated monthly by the U.S. Bureau of Labor Statistics. CPI measures the change in the cost of a fixed basket of consumer goods and services, such as transportation, food, and housing. A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds.

NON-PUBLICLY TRADED SECURITIES; RULE 144A SECURITIES AND PRIVATE PLACEMENTS. The Portfolios may purchase securities that are not registered under the Securities Act of 1933, as amended (the “1933 Act”), but that can be sold to “accredited investors” under Regulation D under the 1933 Act (“Reg. D Securities” or “Private Placements”)) or “qualified institutional buyers” in accordance with Rule 144A under the 1933 Act (“Rule 144A Securities”). An investment in Rule 144A Securities will be considered illiquid and therefore subject to a Portfolio’s limitation on the purchase of illiquid securities, unless a Portfolio’s governing Board of Trustees determines on an ongoing basis that an adequate trading market exists for the security. In addition to an adequate trading market, the Board of Trustees will also consider factors such as trading activity, availability of reliable price information and other relevant information in determining whether a Rule 144A Security is liquid. This investment practice could have the effect of increasing the level of illiquidity in a Portfolio to the extent that qualified institutional buyers become uninterested for a time in purchasing Rule 144A Securities. The Board of Trustees will carefully monitor any investments by a Portfolio in Rule 144A Securities. The Trust’s Board of Trustees may adopt guidelines and delegate to the Specialist Managers the daily function of determining and monitoring the liquidity of Rule 144A Securities, although the Board of Trustees will retain ultimate responsibility for any determination regarding liquidity.

Non-publicly traded securities (including Reg. D and Rule 144A Securities) may involve a high degree of business and financial risk and may result in substantial losses. These securities may be less liquid than publicly traded securities, and a Portfolio may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized on such sales could be less than those originally paid by a Portfolio. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements applicable to companies whose securities are publicly traded. A Portfolio’s investments in illiquid securities are subject to the risk that should a Portfolio desire to sell any of these securities when a ready buyer is not available at a price that is deemed to be representative of their value, the value of the Portfolio’s net assets could be adversely affected.

 

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ILLIQUID SECURITIES. Illiquid securities are securities that cannot be sold or disposed of in the ordinary course of business (within seven days) at approximately the prices at which they are valued. Because of their illiquid nature, illiquid securities must be priced at fair value as determined in good faith pursuant to procedures approved by the Trust’s Board of Trustees. Despite such good faith efforts to determine fair value prices, a Portfolio’s illiquid securities are subject to the risk that the security’s fair value price may differ from the actual price which the Portfolio may ultimately realize upon its sale or disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to a Portfolio. Under the supervision of the Trust’s Board of Trustees, the Specialist Manager determines the liquidity of a Portfolio’s investments. In determining the liquidity of a Portfolio’s investments, the Specialist Manager may consider various factors, including (1) the frequency and volume of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).

PAY-IN-KIND SECURITIES. Pay-In-Kind securities are debt obligations or preferred stock that pay interest or dividends in the form of additional debt obligations or preferred stock.

PREFERRED STOCK. Preferred stock is a corporate equity security that pays a fixed or variable stream of dividends. Preferred stock is generally a non-voting security. 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. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as holders of a company’s common stock, and thus also represent an ownership interest in that company.

Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is 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 stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred stock of smaller companies may be more vulnerable to adverse developments than preferred stock of larger companies.

CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note, preferred stock, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different issuer. Each Portfolio may invest in convertible securities, which may offer higher income than the common stocks into which they are convertible. A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt or preferred securities, as applicable. Convertible securities rank senior to common stock in a corporation’s capital structure and, therefore, generally entail less risk than the corporation’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuer’s convertible securities entail more risk than its debt obligations. Convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. In addition, convertible securities are often lower-rated securities.

Because of the conversion feature, the price of the convertible security will normally fluctuate in some proportion to changes in the price of the underlying asset, and as such is subject to risks relating to the activities of the issuer and/or general market and economic conditions. The income component of a convertible security may tend to cushion the security against declines in the price of the underlying asset. However, the income component of convertible securities causes fluctuations based upon changes in interest rates and the credit quality of the issuer.

If the convertible security’s “conversion value,” which is the market value of the underlying common stock that would be obtained upon the conversion of the convertible security, is substantially below the “investment value,” which is the value of a convertible security viewed without regard to its conversion feature (i.e. strictly on the basis of its yield), the price of the convertible security is governed principally by its investment value. If the conversion value of a convertible security increases to the point that approximates or exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding an income-producing security.

A convertible security may be subject to redemption at the option of the issuer at a predetermined price. If a convertible security held by a Portfolio is called for redemption, the Portfolio would be required to permit the issuer to redeem the security and convert it to underlying common stock, or would sell the convertible security to a third party, which may have an adverse effect on the Portfolio’s ability to achieve its investment objective,

 

57


A “synthetic” convertible security may be created by combining separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security (“income producing component”) and the right to acquire an equity security (“convertible component”). The income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments. The convertible component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise price, or options on a stock index. Unlike a traditional convertible security, which is a single security having a single market value, a synthetic convertible comprises two or more separate securities, each with its own market value. Therefore, the “market value” of a synthetic convertible security is the sum of the values of its income-producing component and its convertible component. For this reason, the values of a synthetic convertible security and a traditional convertible security may respond differently to market fluctuations.

More flexibility is possible in the assembly of a synthetic convertible security than in the purchase of a convertible security. Although synthetic convertible securities may be selected where the two components are issued by a single issuer, thus making the synthetic convertible security similar to the traditional convertible security, the character of a synthetic convertible security allows the combination of components representing distinct issuers, when the Specialist Manager believes that such a combination may better achieve a Portfolio’s investment objective. A synthetic convertible security also is a more flexible investment in that its two components may be purchased separately. For example, a Portfolio may purchase a warrant for inclusion in a synthetic convertible security but temporarily hold short-term investments while postponing the purchase of a corresponding bond pending development of more favorable market conditions.

A holder of a synthetic convertible security faces the risk of a decline in the price of the security or the level of the index involved in the convertible component, causing a decline in the value of the security or instrument, such as a call option or warrant, purchased to create the synthetic convertible security. Should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount paid for the call option or warrant would be lost. Because a synthetic convertible security includes the income-producing component as well, the holder of a synthetic convertible security also faces the risk that interest rates will rise, causing a decline in the value of the income-producing instrument.

A Portfolio also may purchase synthetic convertible securities created by other parties, including convertible structured notes. Convertible structured notes are income-producing debentures linked to equity, and are typically issued by investment banks. Convertible structured notes have the attributes of a convertible security; however, the investment bank that issues the convertible note, rather than the issuer of the underlying common stock into which the note is convertible, assumes credit risk associated with the underlying investment, and the Portfolio in turn assumes credit risk associated with the convertible note.

BANK CAPITAL SECURITIES. The Portfolios may invest in bank capital securities. Bank capital securities are issued by banks to help fulfill their regulatory capital requirements. There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities often take the form of trust preferred securities. Tier II securities, commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and under certain conditions, allow for the issuer bank to withhold payment of interest until a later date.

TRUST PREFERRED SECURITIES. The Portfolios may invest in trust preferred securities. Trust preferred securities have the characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are issued by a trust that is wholly-owned by a financial institution or other corporate entity, typically a bank holding company. The financial institution creates the trust and owns the trust’s common securities. The trust uses the sale proceeds of its common securities to purchase subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the holders of the trust preferred securities. The primary advantage of this structure is that the trust preferred securities are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.

Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the financial institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may be issued in reliance on Rule 144A under the 1933 Act and subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as a Portfolio to sell their holdings. In identifying the risks of the trust preferred securities, the Specialist Manager will look to the condition of the financial institution as the trust typically has no business operations other than to issue the trust preferred securities. If the financial institution defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of its securities, such as a Portfolio.

 

58


CYBERSECURITY RISKS. The Portfolios, like all companies, may be susceptible to operational and information security risks. Cybersecurity failures or breaches of the Portfolios or their service providers, including Specialist Managers, or the issuers of securities in which the Portfolios invest, have the ability to cause disruptions and impact business operations. The potential consequences of such events include potential financial losses, the inability of Portfolio shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. The Portfolios and their shareholders could be negatively impacted as a result.

INVESTMENT RESTRICTIONS

In addition to the investment objectives and policies of the Portfolios, each Portfolio is subject to certain investment restrictions both in accordance with various provisions of the Investment Company Act and guidelines adopted by the Board. These investment restrictions are summarized below. The following investment restrictions (1 through 13) are fundamental and cannot be changed with respect to any Portfolio without the affirmative vote of a majority of the Portfolio’s outstanding voting securities as defined in the Investment Company Act.

A PORTFOLIO MAY NOT:

 

1.

Purchase the securities of any issuer, if as a result of such purchase, more than 5% of the total assets of the Portfolio would be invested in the securities of that issuer, or purchase any security if, as a result of such purchase, a Portfolio would hold more than 10% of the outstanding voting securities of an issuer, provided that up to 25% of the value of the Portfolio’s assets may be invested without regard to this limitation, and provided further that this restriction shall not apply to investments in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, repurchase agreements secured by such obligations, or securities issued by other investment companies.

 

2.

Borrow money, except that a Portfolio (i) may borrow amounts, taken in the aggregate, equal to up to 5% of its total assets, from banks for temporary purposes (but not for leveraging or investment) and (ii) may engage in reverse repurchase agreements for any purpose, provided that (i) and (ii) in combination do not exceed 33 1/3% of the value of the Portfolio’s total assets (including the amount borrowed) less liabilities (other than borrowings).

 

3.

Mortgage, pledge or hypothecate any of its assets except in connection with any permitted borrowing, provided that this restriction does not prohibit escrow, collateral or margin arrangements in connection with a Portfolio’s permitted use of options, futures contracts and similar derivative financial instruments described in the Trust’s Prospectus.

 

4.

Issue senior securities, as defined in the Investment Company Act, provided that this restriction shall not be deemed to prohibit a Portfolio from making any permitted borrowing, mortgage or pledge, and provided further that the permitted use of options, futures contracts, forward contracts and similar derivative financial instruments described in the Trust’s Prospectus shall not constitute issuance of a senior security.

 

5.

Underwrite securities issued by others, provided that this restriction shall not be violated in the event that the Portfolio may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of portfolio securities.

 

6.

Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, provided that this shall not prevent a Portfolio from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business.

 

7.

With the exception of the Commodity Returns Strategy Portfolio, purchase or sell commodities or commodity contracts, unless acquired as a result of ownership of securities or other instruments, provided that a Portfolio may purchase and sell futures contracts relating to financial instruments and currencies and related options in the manner described in the Trust’s Prospectus.

 

8.

With respect to The Commodity Returns Strategy Portfolio, purchase or sell commodities or commodity contracts, unless acquired as a result of ownership of securities or other instruments, except to the extent the Portfolio may do so as described in the Portfolio’s Prospectus and Statement of Additional Information and provided that a Portfolio may purchase and sell futures contracts relating to financial instruments and currencies and related options in the manner described in the Trust’s Prospectus.

 

9.

Make loans to others, provided that this restriction shall not be construed to limit (a) purchases of debt securities or repurchase agreements in accordance with a Portfolio’s investment objectives and policies; and (b) loans of portfolio securities in the manner described in the Trust’s Prospectus.

 

10.

With the exception of The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, no Portfolio may invest more than 25% of the market value of its assets in the securities of companies engaged in any one industry provided that this restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements secured by such obligations or securities issued by other investment companies.

 

59


11.

With respect to The Real Estate Securities Portfolio, invest more than 25% of the market value of its assets in the securities of companies engaged in any one industry provided that this restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements secured by such obligations or securities issued by other investment companies, except that the Portfolio will invest more than 25% of its total assets in the real estate industry.

 

12.

With respect to The Commodity Returns Strategy Portfolio, invest more than 25% of the market value of its assets in the securities of companies engaged in any one industry provided that this restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements secured by such obligations or securities issued by other investment companies, except that the Portfolio will invest 25% or more of its total assets at the time of purchase in equity securities issued by commodity-related companies, derivatives with exposure to commodity-related companies or investments in securities and derivatives linked to the underlying price movement of commodities.

 

13.

With respect to each of The Short-Term Municipal Bond Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio, invest, under normal circumstances, less than 80% of its net assets in Municipal Securities.

The following investment restrictions (14 through 16) reflect policies that have been adopted by the Trust, but which are not fundamental and may be changed by the Board, without shareholder vote.

 

14.

A Portfolio may not invest in securities of other investment companies except as permitted under the Investment Company Act.

 

15.

A Portfolio may not invest more than 15% of the value of its net assets in illiquid securities (including repurchase agreements, as described under “Repurchase Agreements,” above).

 

16.

The Portfolios listed below have non-fundamental investment policies obligating such a Portfolio to commit, under normal market conditions, at least 80% of its assets in the type of investment suggested by the Portfolio’s name. For purposes of such an investment policy, “assets” includes the Portfolio’s net assets, as well as any amounts borrowed for investment purposes. The Board has adopted a policy to provide investors with at least 60 days’ notice of any intended change. Each such notice will contain, in bold-face type and placed prominently in the document, the following statement: “Important Notice Regarding Change in Investment Policy.” This statement will also appear on the envelope in which such notice is delivered.

 

  a.

The Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The International Equity Portfolio and The Institutional International Equity Portfolio will each invest at least 80% of its assets in equity securities.

 

  b.

The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio will each invest at least 80% of its respective assets in equity securities of small capitalization and mid-capitalization issuers, as defined in the Trust’s Prospectus.

 

  c.

The Real Estate Securities Portfolio will invest at least 80% of its assets in equity and debt securities issued by U.S. and non-U.S. real estate-related companies, as defined in the Trust’s Prospectus.

 

  d.

The Emerging Markets Portfolio will invest at least 80% of its assets in securities of issuers domiciled or, in the view of the Specialist Manager, deemed to be doing material amounts of business in countries determined by the Specialist Manager to have a developing or emerging economy or securities market.

 

  e.

The Core Fixed Income Portfolio and The Fixed Income Opportunity Portfolio will each invest at least 80% of its respective assets in fixed income securities.

 

  f.

The U.S. Government Fixed Income Securities Portfolio will each invest at least 80% of its assets in fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies.

 

  g.

The Inflation Protected Securities Portfolio will invest at least 80% of its assets in inflation-indexed bonds issued by the U.S. government and non-U.S. governments, their agencies and instrumentalities and corporations.

 

  h.

The U.S. Corporate Fixed Income Securities Portfolio will invest at least 80% of its assets in fixed income securities issued by U.S. corporations.

 

  i.

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio will invest at least 80% of its assets in U.S. mortgage and asset backed securities.

 

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An investment restriction applicable to a particular Portfolio shall not be deemed violated as a result of a change in the market value of an investment, the net or total assets of that Portfolio, or any other later change provided that the restriction was satisfied at the time the relevant action was taken.

The Investment Company Act generally defines “senior security” to mean any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Trust reserves the right in its sole discretion to suspend the continued offering of the Trust’s shares and to reject purchase orders in whole or in part when in the judgment of the Board such action is in the best interest of the Trust. Payments to shareholders for shares of the Trust redeemed directly from the Trust will be made as promptly as possible but no later than seven days after receipt by the Trust’s transfer agent of the written request in proper form, with the appropriate documentation as stated in the Prospectus, except that the Trust may suspend the right of redemption or postpone the date of payment during any period when (a) trading on the NYSE is restricted as determined by the SEC or such exchange is closed for other than weekends and holidays; (b) an emergency exists as determined by the SEC making disposal of portfolio securities or valuation of net assets of the Trust not reasonably practicable; or (c) for such other period as the SEC may permit for the protection of the Trust’s shareholders. Each of the Portfolios reserves the right, if conditions exist which make cash payments undesirable, to honor any request for redemption or repurchase of the Trust’s shares by making payment in whole or in part in readily marketable securities chosen by the Trust and valued in the same way as they would be valued for purposes of computing each Portfolio’s net asset value. If such payment were made, an investor may incur brokerage costs in converting such securities to cash. The value of shares on redemption or repurchase may be more or less than the investor’s cost, depending upon the market value of the Trust’s portfolio securities at the time of redemption or repurchase.

PORTFOLIO TRANSACTIONS AND VALUATION

PORTFOLIO TRANSACTIONS. Subject to the general supervision of the Board, the Specialist Managers of the respective Portfolios are responsible for placing orders for securities transactions for each of the Portfolios. Securities transactions involving stocks will normally be conducted through brokerage firms entitled to receive commissions for effecting such transactions. In placing portfolio transactions, a Specialist Manager will use its best efforts to choose a broker or dealer capable of providing the services necessary to obtain the most favorable price and execution available. The full range and quality of services available will be considered in making these determinations, such as the size of the order, the difficulty of execution, the operational facilities of the firm involved, the firm’s risk in positioning a block of securities, and other factors. In placing brokerage transactions, the respective Specialist Managers may, however, consistent with the interests of the Portfolios they serve, select brokerage firms on the basis of the investment research, statistical and pricing services they provide to the Specialist Manager, which services may be used by the Specialist Manager in serving any of its investment advisory clients. In such cases, a Portfolio may pay a commission that is higher than the commission that another qualified broker might have charged for the same transaction, providing the Specialist Manager involved determines in good faith that such commission is reasonable in terms either of that transaction or the overall responsibility of the Specialist Manager to the Portfolio and such manager’s other investment advisory clients. Transactions involving debt securities and similar instruments are expected to occur primarily with issuers, underwriters or major dealers acting as principals. Such transactions are normally effected on a net basis and do not involve payment of brokerage commissions. The price of the security, however, usually includes a profit to the dealer. Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. When securities are purchased directly from or sold directly to an issuer, no commissions or discounts are paid. The table below reflects the aggregate dollar amount of brokerage commissions paid by each of the Portfolios of the Trust during the fiscal years indicated (amounts in thousands).

 

PORTFOLIO

   YEAR ENDED
June 30, 2019
     YEAR ENDED
June 30, 2018
     YEAR ENDED
June 30, 2017
 

The Value Equity Portfolio

      $ 212      $ 305  

The Institutional Value Equity Portfolio

      $ 220      $ 407  

The Growth Equity Portfolio

      $ 143      $ 155  

The Institutional Growth Equity Portfolio

      $ 122      $ 154  

The Small Capitalization—Mid Capitalization Equity Portfolio

      $ 121      $ 86  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

      $ 124      $ 92  

 

61


PORTFOLIO

   YEAR ENDED
June 30, 2019
     YEAR ENDED
June 30, 2018
     YEAR ENDED
June 30, 2017
 

The Real Estate Securities Portfolio

      $ 86      $ 66  

The Commodity Returns Strategy Portfolio

      $ 205      $ 770  

The ESG Growth Portfolio

      $ 30      $ 41  

The Catholic SRI Growth Portfolio

      $ 6      $ 9  

The International Equity Portfolio

      $ 676      $ 933  

The Institutional International Equity Portfolio

      $ 1,518      $ 1,691  

The Emerging Markets Portfolio

      $ 2,685      $ 3,245  

The Core Fixed Income Portfolio

      $ 0      $ 0  

The Fixed Income Opportunity Portfolio

      $ 42      $ 24  

The U.S. Government Fixed Income Securities Portfolio

      $ 0      $ 0  

The Inflation Protected Securities Portfolio

      $ 0      $ 0  

The U.S. Corporate Fixed Income Securities Portfolio

      $ 0      $ 0  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

      $ 0      $ 0  

The Short-Term Municipal Bond Portfolio

      $ 0      $ 0  

The Intermediate Term Municipal Bond Portfolio

      $ 0      $ 0  

The Intermediate Term Municipal Bond II Portfolio

      $ 0      $ 0  

 

The Trust has adopted procedures pursuant to which each Portfolio is permitted to allocate brokerage transactions to affiliates of the various Specialist Managers. Under such procedures, commissions paid to any such affiliate must be fair and reasonable compared to the commission, fees or other remuneration paid to other brokers in connection with comparable transactions.

The following table reflects the aggregate dollar amount of brokerage commissions paid in connection with a Portfolio’s transactions by such Portfolio’s Specialist Manager to any broker/dealer that may be deemed to be an affiliate of the Specialist Manager during the Trust’s last three fiscal years. Information shown is expressed both as a percentage of the total amount of commission dollars paid by a Portfolio and as a percentage of the total value of all brokerage transactions effected on behalf of such Portfolio. None of the Portfolios, other than the Portfolios indicated below, paid brokerage commissions to brokerage firms affiliated with the Specialist Managers.

[table to be updated in 485b filing]

 

     Commissions paid ($)      % of Commissions Paid     % of Transactions Effected  
     2018      2017      2016          2018             2017             2016             2018             2017             2016      

The Growth Equity Portfolio

                     

BNY Convergex

   $ —        $ —        $ 252        —       —       0.13     —       —       0.30

The Institutional Growth Equity Portfolio

                     

BNY Convergex

   $ —        $ —        $ 405        —       —       0.16     —       —       0.32

The Small Capitalization-Mid Capitalization Equity Portfolio

                     

BNY Convergex

   $ —        $ —        $ 3        —       —       0.00     —       —       0.00

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

                     

BNY Convergex

   $ —        $ —        $ 7        —       —       0.00     —       —       0.00

The Commodity Returns Strategy Portfolio

                     

BNY Convergex

   $ —        $ —        $ 84        —       —       0.00     —       —       0.00

The Emerging Markets Portfolio

                     

BNY Convergex

   $ —        $ 35,715      $ —          —       1.10     —       —       0.21     —  

 

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     Commissions paid ($)      % of Commissions Paid     % of Transactions Effected  
     2018      2017      2016          2018             2017             2016             2018             2017             2016      

Pershing

   $ —        $ 1,852      $ —          —       0.06     —       —       0.06     —  

HSBC Securities

   $ —        $ 6,958      $ 29,321        —       0.21     1.49     —       0.04     0.51

Societe Generale

   $ —        $ —        $ 1,034        —       —       0.05     —       —       0.06

Santander Securities

   $ 14,151      $ —        $ —          0.52     —       —       0.32     —       —  

BNY Convergex

   $ 8,263      $ —        $ —          0.31     —       —       0.13     —       —  

In no instance will portfolio securities be purchased from or sold to Specialist Managers, the Adviser or any affiliated person of the foregoing entities except to the extent permitted by applicable law or an order of the SEC. It is possible that at times identical securities will be acceptable for both a Portfolio of the Trust and one or more of a Specialist Manager’s other client accounts. In such cases, simultaneous transactions are inevitable. Purchases and sales are then averaged as to price and allocated as to amount according to a formula deemed equitable to each such account. While in some cases this practice could have a detrimental effect upon the price or value of the security as far as a Portfolio is concerned, in other cases it is believed that the ability of a Portfolio to participate in volume transactions may produce better executions for such Portfolio.

PORTFOLIO TURNOVER. Changes may be made in the holdings of any of the Portfolios consistent with their respective investment objectives and policies whenever, in the judgment of the relevant Specialist Manager, such changes are believed to be in the best interests of the Portfolio involved. It is not anticipated that the annual portfolio turnover rate for any Portfolio will exceed 100% under normal circumstances.

Portfolios may experience higher turnover due to the addition of a Specialist Manager to the Portfolio, a reallocation of Portfolio assets among Specialist Managers, or a replacement of one or more Specialist Managers. Additionally, the following investments may increase a Portfolio’s turnover: (a) investing in certain types of derivative instruments; or (b) investing in U.S. government securities for short periods of time while determining appropriate longer term investments for a Portfolio. The portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities by the average monthly value of a Portfolio’s securities. For purposes of this calculation, portfolio securities exclude all securities having a maturity when purchased of one year or less. The portfolio turnover rate for each of the Portfolios that has more than one Specialist Manager will be an aggregate of the rates for each individually managed portion of that Portfolio. Rates for each portion, however, may vary significantly. The high portfolio turnover rates for fiscal year ended June 20, 2019 for The ESG Growth Portfolio and The Catholic SRI Growth Portfolio are due to [to be provided in next post-effective amendment]. The portfolio turnover rates for each of the Trust’s Portfolios during the last three fiscal years are set forth in the following table.

 

PORTFOLIO

   FISCAL YEAR
ENDED
June 30, 2019
     FISCAL YEAR
ENDED
June 30, 2018
    FISCAL YEAR
ENDED
June 30, 2017
 

The Value Equity Portfolio

        58.60     61.30

The Institutional Value Equity Portfolio

        68.39     55.25

The Growth Equity Portfolio

        39.77     38.28

The Institutional Growth Equity Portfolio

        43.36     21.93

The Small Capitalization—Mid Capitalization Equity Portfolio

        61.65     48.52

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

        95.15     47.63

The Real Estate Securities Portfolio

        49.59     58.32

The Commodity Returns Strategy Portfolio

        28.82     56.34

The ESG Growth Portfolio

        15.54     25.45

The Catholic SRI Growth Portfolio

        17.01     27.41

The International Equity Portfolio

        29.94     52.75

The Institutional International Equity Portfolio

        40.38     52.79

The Emerging Markets Portfolio

        54.90     60.79

 

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PORTFOLIO

   FISCAL YEAR
ENDED
June 30, 2019
     FISCAL YEAR
ENDED
June 30, 2018
    FISCAL YEAR
ENDED
June 30, 2017
 

The Core Fixed Income Portfolio

        43.79     45.74

The Fixed Income Opportunity Portfolio

        37.57     41.48

The U.S. Government Fixed Income Securities Portfolio

        32.58     46.76

The Inflation Protected Securities Portfolio

        20.77     21.69

The U.S. Corporate Fixed Income Securities Portfolio

        44.69     40.47

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

        17.13     17.58

The Short-Term Municipal Bond Portfolio

        18.84     25.02

The Intermediate Term Municipal Bond Portfolio

        26.27     19.75

The Intermediate Term Municipal Bond II Portfolio

        21.56     15.48

 

VALUATION. The net asset value per share of the Portfolios is determined once on each Business Day as of the close of the NYSE, which is normally 4 p.m. Eastern Time, on each day the NYSE is open for trading. The Commodity Return Strategy Portfolio’s current net asset value per share is readily available online at http://www.hccapitalsolutions.com/. The Trust does not expect to determine the net asset value of its shares on any day when the NYSE is not open for trading even if there is sufficient trading in its portfolio securities on such days to materially affect the net asset value per share.

In valuing the Trust’s assets for calculating net asset value, readily marketable portfolio securities listed on a national securities exchange or on NASDAQ are valued at the closing price on the business day as of which such value is being determined. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the closing bid price on such day. Readily marketable securities traded only in the over-the-counter market and not on NASDAQ are valued at the closing price or if no sale occurs at the mean between the last reported bid and asked prices. Equity securities listed on a foreign exchange are valued at the last quoted sales price available before the time when such securities are to be valued, provided that where such securities are denominated in foreign currencies, such prices will be converted into U.S dollars at the bid price of such currencies against U.S. dollars. Exchange rates are received daily from an independent pricing service approved by the Board. If there have been no sales on such exchange, the security is valued at the closing bid. All other assets of each Portfolio are valued in such manner as the Board in good faith deems appropriate to reflect their fair value. The net asset value per share of each of the Trust’s Portfolios is calculated as follows: All liabilities incurred or accrued are deducted from the valuation of total assets which includes accrued but undistributed income; the resulting net asset value is divided by the number of shares outstanding at the time of the valuation and the result (adjusted to the nearest cent) is the net asset value per share.

When the closing price of a foreign security is not an accurate representation of value as a result of events (a “Significant Event”) that have occurred after the closing of the primary foreign exchange and prior to the time certain of the Portfolios’ net asset value per share is calculated, then a market quotation is deemed to not be readily available and the fair value of affected securities will be determined by consideration of other factors by the Pricing Committee. An example of a frequently occurring Significant Event is a significant movement in the U.S. equity markets. The Board may predetermine the level of such a movement that will constitute a Significant Event (a “Trigger”) and preauthorize the Trust’s Accounting Agent to utilize a pricing service authorized by the Board (a “Fair Value Pricing Service”) that has been designated to determine a fair value for the affected securities. On a day when a Fair Value Pricing Service is so utilized, the Trust’s Pricing Committee need not meet. The Pricing Committee, however, will determine the fair value of securities affected by a Significant Event where either (i) the Pricing Committee has not authorized the use of a Fair Value Pricing Service, or (ii) the Significant Event is other than a movement in the U.S. equity markets that qualifies as a Trigger.

PORTFOLIO HOLDINGS. The Trust may provide information regarding the portfolio holdings of the various Portfolios to its service providers where relevant to duties to be performed for the Portfolios. Such service providers include fund accountants, administrators, investment advisers, custodians, independent public accountants, and attorneys. All such service providers are required to maintain the confidentiality of such information by virtue of their respective duties to the Trust. Disclosures to service providers are made in the ordinary course of business as needed in order for a service provider to meet its obligations to the Trust and are generally provided without any lag time. Non-standard disclosure of portfolio holdings information may also be provided to entities that provide a service to

 

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a Specialist Manager, provided that the service is related to the investment advisory services that the Specialist Manager provides to the Portfolios. Service providers may also disclose such information to certain of their service providers in order to facilitate the provision of services to the Trust. All such third-party recipients will also be required to maintain the confidentiality of such information.

The Trust does not disclose any portfolio holdings information to any rating or ranking organizations, but does disclose such information to two third party organizations, FactSet Research Systems, Inc. and Bloomberg, L.P., for the sole purpose of providing statistical services to the Adviser. These organizations receive portfolio holdings information daily with no lag time. These organizations have signed confidentiality agreements under which they are required to keep all portfolio holdings information confidential and are prohibited from improperly using such information.

Except as set forth above, neither the Trust nor any service provider to the Trust may disclose material information about the Portfolios’ holdings to other third parties except that information about portfolio holdings may be made available to such third parties provided that the information has become public information by the filing of an annual or semi-annual report or Form N-PORT by the Portfolios. In no event shall such information be disclosed for compensation.

The Trust’s Chief Compliance Officer is responsible for reviewing such disclosures to ensure that no improper disclosures have occurred. The Board relies on the Trust’s Chief Compliance Officer to exercise day-to-day oversight with respect to portfolio holdings disclosures. The Board receives periodic reports from the Chief Compliance Officer and meets with him on a regular basis.

ADDITIONAL INFORMATION ABOUT PORTFOLIO MANAGERS

Set forth below is information about those individuals (each of whom is referred to as a “portfolio manager”) who are primarily responsible for day-to-day investment decisions relating to the various Portfolios. All of the portfolio managers set forth with regard to each Specialist Manager are employees of the indicated Specialist Manager and not of the Adviser.

As noted in the Prospectus, investment in the HC Advisors Shares of the Trust is currently limited to financial intermediaries that (i) have entered into, and maintain, a client agreement with the Adviser; and (ii) acting in accordance with discretionary authority on behalf of such intermediary’s fiduciary clients, seek to invest in one or more of the Trust’s Portfolios. Unless otherwise noted, none of the portfolio managers owns any shares of the Portfolio of the Trust for which they are responsible.

The tables and text below disclose information about other accounts managed, compensation, and potential conflicts of interest. All information is as of June 30, 2019, unless otherwise noted.

It should be noted that there are certain potential conflicts of interest which are generally applicable to all of the Specialist Managers. The conflicts arise from managing multiple accounts and include conflicts among investment strategies, conflicts in the allocation of investment opportunities and conflicts due to the differing assets levels or fee schedules of various accounts.

 

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Agincourt Capital Management, LLC (“Agincourt”) serves as a Specialist Manager for The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio. Listed below are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Agincourt. Day-to-day investment decisions for The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio are the responsibility of L. Duncan Buoyer, Managing Director and Portfolio Manager of Agincourt and B. Scott Marshall, Director and Portfolio Manager. Both Mr. Buoyer and Mr. Marshall provide portfolio management for certain other registered investment companies and separately managed accounts within this strategy. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL

THE ESG GROWTH PORTFOLIO

THE CATHOLIC SRI GROWTH PORTFOLIO

THE CORE FIXED INCOME PORTFOLIO

THE U.S. CORPORATE FIXED INCOME SECURITIES PORTFOLIO

 

66


     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

L. Duncan Buoyer

     0      $ 0        0      $ 0        174      $ 6.9 billion  

B. Scott Marshall

     0      $ 0        0      $ 0        174      $ 6.9 billion  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

L. Duncan Buoyer

     0      $ 0        0      $ 0        2      $ 429 million  

B. Scott Marshall

     0      $ 0        0      $ 0        2      $ 429 million  

CONFLICTS OF INTEREST.

Agincourt Capital Management is focused on managing fixed income portfolios. All portfolios are managed on a team basis and accounts with similar mandates are managed as closely as possible, taking into account client specific cash flow requirements and any investment guideline constraints.

Agincourt maintains policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and broker selection.

While there is no guarantee that such policies and procedures will be effective in all cases, Agincourt believes that all issues relating to potential material conflicts of interest have been addressed.

COMPENSATION.

Compensation is not tied to the performance of the Fund or specific accounts. The majority of Agincourt’s investment professionals have an ownership interest in the firm, sharing in profits in addition to a base salary. For those employees that do not have an ownership interest there is a bonus plan that is based on the firm’s profitability combined with the individual’s contribution to the firm’s success.

Artisan Partners Limited Partnership (“Artisan Partners”) serves as a Specialist Manager for The International Equity Portfolio and The Institutional International Equity Portfolio. Mr. Mark L. Yockey, a managing director of Artisan Partners, manages those portions of these Portfolios allocated to Artisan Partners. Mr. Andrew J. Euretig and Mr. Charles-Henri Hamker serve as Associate Portfolio Managers. As portfolio managers, Messrs. Yockey, Euretig and Hamker are jointly responsible for making day-to-day investment decisions. Mr. Yockey, Mr. Euretig and Mr. Hamker also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL

 

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     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mark L. Yockey

     5      $ 12.7 billion        7      $ 3.1 billion        33      $ 8.8 billion  

Andrew J. Euretig

     5      $ 12.7 billion        7      $ 3.1 billion        33      $ 8.8 billion  

Charles-Henri Hamker

     5      $ 12.7 billion        7      $ 3.1 billion        33      $ 8.8 billion  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mark L. Yockey

     0      $ 0        0      $ 0        2      $ 796 million  

Andrew J. Euretig

     0      $ 0        0      $ 0        2      $ 796 million  

Charles-Henri Hamker

     0      $ 0        0      $ 0        2      $ 796 million  

CONFLICTS OF INTEREST. Mark Yockey manages portfolios for multiple clients within two investment strategies (Non-U.S. Growth and Global Equity). Mr. Yockey serves as Portfolio Manager of the Non-U.S. Growth and Global Equity strategies. Andrew Euretig and Charles Hamker serve as Portfolio Managers of the Global Equity strategy and Associate Portfolio Managers of the Non-U.S. Growth strategy. These accounts may include accounts for registered investment companies, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies and foundations) and other private pooled investment vehicles. There are a number of ways in which the interests of Artisan Partners, its portfolio managers and its other personnel might conflict with the interests of the Portfolios and their shareholders, including:

Sharing of Personnel, Services, Research and Advice among Clients. Because all client accounts within Artisan Partners’ Non-U.S. Growth strategy, including the Portfolios, are managed similarly, substantially all of the research and portfolio management activities conducted by the Non-U.S. Growth investment team with respect to a given strategy benefit all clients. Artisan Partners’ administrative and operational personnel divide their time among services to Artisan Partners’ clients as appropriate given the nature of the services provided.

 

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Restrictions on Activities. Artisan Partners generally does not tailor its investment management services to the individual needs of clients, but rather invests all of the accounts in a particular strategy in a similar manner. To prevent the potentially negative impact that the restrictions of one client account or multiple client accounts may have on the manner in which Artisan Partners invests on behalf of all of its client accounts, Artisan Partners generally does not accept accounts subject to restrictions that Artisan Partners believes would cause it to deviate from its stated investment strategy or adversely affect its ability to manage client accounts.

Investments in Issuers with Business Relationships with Artisan Partners. From time to time, clients in a particular investment strategy including Artisan Partners’ Non-U.S. Growth investment strategy, may invest in a security issued by a company, or an affiliate of a company, that is also a client of Artisan Partners or has another business relationship with Artisan Partners or its affiliates. Likewise, clients in a particular investment strategy may invest in a security issued by a company, a director or officer of which is also a director of Artisan Partners Funds, Inc., a registered investment company to which Artisan Partners acts as investment adviser (“Artisan Partners Funds”). Artisan Partners has written policies designed to prevent the misuse of material non-public information. The operation of those policies and of applicable securities laws may prevent the execution of an otherwise desirable purchase or sale in a public securities transaction in a client account if Artisan Partners believes that it is or may be in possession of material non-public information regarding the issuer or security that would be the subject of that transaction.

With prior written approval, Artisan Partners may allow its personnel to serve as a director of a public company. Because of the heightened risk of misuse, or allegations of misuse, of material nonpublic information, Artisan Partners does not permit investment by client accounts or persons covered by Artisan Partners’ Code of Ethics in securities of any issuer of which an Artisan Partners staff member is a director, except that such staff member may purchase and sell that company’s securities for his or her own account or for the account of his or her immediate family members. This prohibition may foreclose investment opportunities that would be available to the Portfolios if the staff member were not a director.

Side-by-Side Management. Potential conflicts of interest may arise in the management of multiple investment strategies by a single investment team. For instance, an investment team may provide advice to accounts in one investment strategy that may differ from advice given to accounts in another investment strategy. If an investment team identifies a limited investment opportunity that may be suitable for more than one strategy, a strategy may not be able to take full advantage of that opportunity. There also may be circumstances when an investment team has an incentive to devote more time or resources to, or to implement different ideas in, one strategy over another. An investment team may also execute transactions for one strategy that may adversely impact the value of securities held by a different strategy or team. For example, an investment team may engage in short sales of securities of an issuer in which the Portfolios it manages also invests. In such a case, the investment team could be seen as harming the performance of the Portfolio for the benefit of the account engaging in short sales if the short sales cause the market value of the securities held to fall. Artisan Partners maintains policies and procedures and internal review processes designed to mitigate potential conflicts of interest arising from side-by-side investment management.

Allocation and Aggregation of Portfolio Transactions among Clients. Artisan Partners seeks to treat all of its clients fairly when allocating investment opportunities among clients. Artisan Partners has compliance policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities, which are reviewed regularly by Artisan Partners. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability (for example, initial public offerings) and allocation of investment opportunities generally, could raise a potential conflict of interest. The potential conflicts between accounts in a strategy are mitigated because Artisan Partners’ investment teams generally try to keep all client portfolios in a strategy invested in the same securities with approximately the same weightings (with exceptions for client-imposed restrictions and limitations). Nevertheless, investment opportunities may be allocated differently among accounts in a strategy due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons. In addition, there also may be instances where a particular security is held by, or appropriate for, more than one investment strategy (“cross holdings”) due to the overlap of their investment universes; however, investment decisions for each strategy, including the Portfolios, are generally made by the relevant investment team independently of investment decisions for another strategy, such that investment opportunities may be allocated differently among client accounts across such investment strategies.

“Same way” transactions (that is, all buys or all sells) in a security held by more than one account in a strategy are generally aggregated across all participating accounts in the strategy and same way transactions may be aggregated across accounts in different strategies when Artisan Partners considers doing so appropriate and practicable under the circumstances (for example, Artisan Partners has established certain information barriers and policies between certain of its investment teams that would make trade aggregation impracticable). On occasion, the portfolio manager of one strategy may impose a price limit or some other differing instruction and so may decide not to participate in the aggregated order. In those cases, a trader works both trades in the market at the same time, subject to the requirements of Artisan Partners’ trading procedures. When orders for a trade in a security are opposite to one another (that is, one portfolio is buying a security, while another is selling the security) and the trader receives a buy order while a sell order is pending (or vice versa), the traders will seek to mitigate the risk of inadvertent cross trades by (i) utilizing different brokers or venues, or (ii) utilizing brokers or venues that maintain crossing prevention controls.

 

69


Waivers of Artisan Partners’ allocation procedures may be made with approval in advance by one of certain designated members of Artisan Partners’ management who are not part of the portfolio management process.

Fees. Like the fees Artisan Partners receives from the Portfolios, the fees Artisan Partners receives as compensation from other client accounts are typically calculated as a percentage of the client’s assets under management. Artisan Partners receives performance-based allocations or fees from the private funds it sponsors and expects to receive performance-based fees from accounts in other strategies. In addition, Artisan Partners will, under certain circumstances, negotiate performance-based fee arrangements with other accounts. Across all of its investment strategies, Artisan Partners had seven separate accounts with performance-based fees as of June 30, 2019. One of those client accounts is managed in Artisan Partners’ Non-U.S. Growth investment strategy and one is managed in Artisan Partner’s Global Equity investment strategy. Although Artisan Partners may have an incentive to manage the assets of accounts with performance–based fees differently from its other accounts, Artisan Partners maintains policies and procedures and internal review processes designed to mitigate such conflicts.

Investing in Different Parts of an Issuer’s Capital Structure. Conflicts potentially limiting the Portfolios’ investment opportunities may also arise when a Portfolio and other Artisan Partners’ clients invest in different parts of an issuer’s capital structure, such as when a Portfolio owns senior debt obligations of an issuer and other clients own junior tranches or equity securities of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities and negotiations with issuers that would potentially give rise to conflicts with other Artisan Partners’ clients or Artisan Partners may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Portfolios’ investment opportunities. Additionally, if Artisan Partners acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for the Portfolios. When making investment decisions where a conflict of interest may arise, Artisan Partners will endeavor to act in a fair and equitable manner as between the Portfolios and other clients; however, in certain instances the resolution of the conflict may result in Artisan Partners acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of the Portfolios.

Confidential Information Access. From time to time, employees of Artisan Partners may receive material non-public information (referred to herein as “Confidential Information”). Employees may obtain Confidential Information, voluntarily or involuntarily, through Artisan Partners’ management activities or the employee’s outside activities. Confidential Information may be received under varying circumstances, including, but not limited to, upon execution of a non-disclosure agreement with an issuer, as a result of serving on a creditors’ committee or through conversations with a company’s management team. Under applicable law, Artisan Partners’ employees are generally prohibited from disclosing or using Confidential Information in effecting purchases and sales in public securities transactions for their personal benefit or for the benefit of any other person (including clients). Accordingly, should an employee receive Confidential Information, the employee is generally prohibited from communicating that information or using that information in public securities transactions, which could limit the ability to buy or sell certain investments even when the limitation is detrimental to Artisan Partners, the employee or the client, including the Portfolios.

Artisan Partners may seek to avoid the receipt of Confidential Information when it determines that the receipt of Confidential Information would restrict the Portfolios or other clients of Artisan Partners from trading in securities they hold or in which they may invest. In circumstances when Artisan Partners declines to receive Confidential Information from an issuer, an account, such as the Portfolios, may be disadvantaged in comparison to other investors, including with respect to evaluating the issuer and the price the account would pay or receive when it buys or sells those investments. Further, in situations when the account is asked, for example, to grant consents, waivers or amendments with respect to such investments, Artisan Partners’ ability to assess such consents, waivers and amendments may be impacted by its lack of access to Confidential Information.

From time to time, Artisan Partners uses paid expert networks. Artisan Partners has adopted specific procedures to prevent and address the inadvertent receipt of Confidential Information from the expert networks.

Portfolio Transactions and Soft Dollars. Artisan Partners has an obligation to seek best execution for clients – that is, execution of trades in a manner intended, considering the circumstances, to secure that combination of net price and execution that will maximize the value of Artisan Partners’ investment decisions for the benefit of its clients. Artisan Partners may use client commissions to pay for brokerage and research services (often referred to as “soft dollars”) if Artisan Partners determines that such items meet the criteria outlined in its commission management policy and do not impair its duty to seek best execution. Artisan Partners does not consider, in selecting broker-dealers to be used in effecting securities transactions for a Fund, whether Artisan Partners or its affiliates received client referrals from the broker-dealer.

Artisan Partners has potential conflicts of interest arising from its execution of portfolio transactions and use of soft dollars. Artisan Partners has adopted procedures with respect to soft dollars, which are included in Artisan Partners Funds’ compliance program.

 

70


Proprietary and Personal Investments and Code of Ethics. Artisan Partners’ proprietary accounts also may present potential conflicts of interest with Artisan Partners’ clients, including the Portfolios. Artisan Partners from time to time uses a proprietary account to evaluate the viability of an investment strategy or bridge what would otherwise be a gap in a performance track record. Proprietary accounts that exist from time to time are, in general, treated like client accounts for purposes of allocation of investment opportunities. To the extent there is overlap between the investments of one or more proprietary accounts and the accounts of Artisan Partners’ clients, all portfolio transactions generally are aggregated, where applicable, and allocated pro rata among participating accounts.

Personal transactions are subject to Artisan Partners’ Code of Ethics, which generally provides that personnel of Artisan Partners may not take personal advantage of any information that they may have concerning Artisan Partners’ current investment program. The Code of Ethics requires pre-approval of most personal securities transactions believed to present potentially meaningful risk of conflict of interest (including acquisitions of securities as part of an initial public offering or private placement). The Code of Ethics provides that Artisan Partners’ compliance team may deny pre-approval for transactions that the compliance team believes may present a conflict of interest with client transactions.

In addition, the Code of Ethics requires reports of personal securities transactions (which generally are in the form of duplicate confirmations and brokerage account statements) to be filed with Artisan Partners’ compliance department quarterly or more frequently. Those reports are reviewed for conflicts, or potential conflicts, with client transactions.

The Code of Ethics also contains policies designed to prevent the misuse of material, non-public information and to protect the confidential information of Artisan Partners’ clients.

Proxy Voting. Artisan Partners or its affiliate may have a relationship with an issuer that could pose a conflict of interest when voting the shares of that issuer on behalf of the Portfolios. As described in its proxy voting policy, Artisan Partners will be deemed to have a potential conflict voting proxies of an issuer if: (i) Artisan Partners or its affiliate manages assets for the issuer or an affiliate of the issuer and also recommends that the Portfolios invest in such issuer’s securities; (ii) a director, trustee or officer of the issuer or an affiliate of the issuer is a director of Artisan Partners Funds or an employee of Artisan Partners or its affiliate; (iii) Artisan Partners or its affiliate is actively soliciting that issuer or an affiliate of the issuer as a client and the Artisan Partners employees who recommend, review or authorize a vote have actual knowledge of such active solicitation; (iv) a director or executive officer of the issuer has a personal relationship with an Artisan Partners employee who recommends, reviews or authorizes the vote; or (v) another relationship or interest of Artisan Partners or its affiliate, or an employee of either of them, exists that may be affected by the outcome of the proxy vote and that is deemed to represent an actual or potential conflict for the purposes of the proxy voting policy. Artisan Partners’ proxy voting policy contains procedures that must be followed in the event such relationships are identified in order to minimize the conflicts of interest that otherwise may result in voting proxies for Artisan Partners’ clients, including the Portfolios.

COMPENSATION. Artisan Partners’ portfolio managers are compensated through a fixed base salary or similar payment and a subjectively determined incentive bonus or payment that is a portion of a bonus pool, the aggregate amount of which is tied to the firm’s fee revenues generated by all accounts included within the manager’s investment strategies, including the Portfolios. Portfolio managers may also receive a portion of the performance fee revenues or allocations from private funds sponsored by Artisan Partners. Artisan Partners’ portfolio managers also participate in group life, health, medical reimbursement and retirement plans that are generally available to all of Artisan Partners’ salaried associates.

 

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Breckinridge Capital Advisors, Inc. (“Breckinridge”) serves as the Specialist Manager for The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. Breckinridge manages client portfolios on a team approach basis, which enables any portfolio manager to make investment recommendations and decisions across client accounts. Peter Coffin, President, Matthew Buscone, Portfolio Manager, Ji Young Jung, Portfolio Manager, Sara Chanda, Portfolio Manager, Allyson Gerrish, Portfolio Manager, Jeffrey Glenn, Portfolio Manager, Eric Haase, Portfolio Manager and Khurram Gillani, Portfolio Manager, are responsible for making day-to-day investment decisions for The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. The portfolio management team also provides investment management services for other registered investment companies, pooled investment vehicles and separately managed accounts.

OTHER ACCOUNTS MANAGED—TOTAL*

 

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SHORT-TERM MUNICIPAL BOND PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER**

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Peter Coffin

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Matthew Buscone

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Jeffrey Glenn

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Ji Young Jung

     2      $ 138.5 million        1      $ 22.2 million        45,343      $ 38.7 billion  

Sara Chanda

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Eric Haase

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Khurram Gillani

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Allyson Gerrish

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

 

*

None of these accounts has an advisory fee based on performance.

**

In addition to the accounts in the table, portfolio managers also manage personal accounts for their own benefit.

OTHER ACCOUNTS MANAGED—TOTAL*

INTERMEDIATE TERM MUNICIPAL BOND II PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER**

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Peter Coffin

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Matthew Buscone

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Jeffrey Glenn

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Ji Young Jung

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Sara Chanda

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Eric Haase

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Khurram Gillani

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Allyson Gerrish

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

 

*

None of these accounts has an advisory fee based on performance.

**

In addition to the accounts in the table, portfolio managers also manage personal accounts for their own benefit.

CONFLICTS OF INTEREST. Breckinridge provides investment advisory services to client accounts in different strategies with varying fee schedules. As such, Breckinridge’s portfolio management team must allocate their time across multiple client accounts, which can create a conflict of interest. Using our proprietary portfolio management and trading system, the team can determine portfolio needs, sales and trade ideas across multiple client accounts with our traders’ input on valuation. Additionally, they utilize the proprietary system to complete allocations to client accounts in a manner that is consistent with internal policy. Breckinridge does not have any performance fee or soft dollar arrangements, both of which can create further conflicts concerning the management and trading of client accounts.

When Breckinridge has identified buy and sell orders in the same or similar security, Breckinridge will consider cross trades between client accounts. The usage of cross trades creates a conflict as Breckinridge is advising clients on both sides of the transaction. Breckinridge only executes cross trades when certain conditions are met and conducts regular reviews of cross transactions to ensure they have met conditions and best execution objectives. As a matter of policy, IRAs and client accounts subject to ERISA or the Investment Company Act of 1940 are excluded from cross transactions.

Many clients access Breckinridge through firms affiliated with broker dealer firms, which are Breckinridge trading partners. In our pursuit of best execution, Breckinridge may select a dealer that has client accounts or has affiliates with client accounts managed by us. Since Breckinridge has a business interest in these client relationships, there may appear to be an incentive for us to select these dealers

 

73


over those without such client accounts when placing orders for client portfolios. Typically, the teams responsible for client servicing and trading are separate; thus, there is usually little to no overlap between the teams who manage the client accounts and the teams who are responsible for executing trades. Additionally, Breckinridge has a general prohibition on traders seeking broker selection input from our Consultant Relations and Marketing teams. Regardless, Breckinridge conducts periodic reviews of its trade execution and trading partners to ensure we are meeting our best execution objectives.

Employees at Breckinridge may enter into certain personal securities transactions with appropriate approvals. Personal trading activity can cause conflicts with client accounts since employees may hold the same securities as those held in client accounts. To help minimize this conflict, Breckinridge has a general prohibition on the trading of securities that may be eligible for client accounts. Employees also are subject to transactional restrictions and regular reporting requirements, which are detailed in our Code of Ethics.

COMPENSATION. All members of the portfolio management team receive a base salary and are eligible for a bonus, which is paid quarterly. The bonus is not tied to the performance of any client account. Each member is also eligible to receive equity options in the firm, which when exercised will entitle them to share in the firm’s profits and long-term growth.

OWNERSHIP OF FUND SHARES. None of the portfolio management team members own shares of the Funds for which they serve as portfolio managers.

Cadence Capital Management LLC (“Cadence”) serves as a Specialist Manager to for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio. Listed below are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Cadence. Messrs. Dokas and Ginsberg provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts.

OTHER ACCOUNTS MANAGED—TOTAL*

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

J. Paul Dokas

     1      $ 31.6 million        1      $ 226.4 million        10      $ 971.6 million  

Robert Ginsberg

     3      $ 614.9 million        1      $ 226.4 million        13      $ 1,008 million  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST. Cadence’s Portfolio Managers perform investment management services for various mutual funds and other accounts besides the Portfolios. Some of these clients’ portfolios are managed using the same investment strategies and objectives which the Portfolio Managers use to manage the Portfolios, while other portfolios are managed by the Portfolio Managers using different investment strategies and objectives. Generally, all client portfolios that are managed using a similar investment strategy and objective are managed as a group (each, a “Strategy”) such that portfolio holdings, relative position sizes and industry and sector exposures tend to be similar among each client portfolio in the Strategy. This minimizes, but does not eliminate the potential for conflicts of interest. For example, one Strategy may be selling a security, while another Strategy may be purchasing or holding the same security. As a result, transactions executed for the Strategy that is selling the security may adversely affect the value of any Strategy which is purchasing or holding the same security.

Other conflicts of interest may arise from the management of multiple accounts and the Portfolios. For example, Cadence may receive more compensation with respect to certain Strategies than that received with respect to other Strategies or the Portfolios or may receive compensation based in part on the performance of accounts in a certain Strategy. In such cases, the Portfolio Managers may be viewed as having an incentive to enhance the performance of such Strategy, to the possible detriment of other Strategies for which Cadence may not receive greater compensation or performance-based fees. In addition, the Portfolio Managers must allocate time and effort to multiple accounts and the Portfolios.

Each Portfolio Manager’s management of personal accounts also may present certain conflicts of interest. The Portfolio Managers may have personal investments in the Portfolios managed by such Portfolio Managers. While Cadence has adopted a code of ethics that is designed to address these potential conflicts, there is no guarantee that it will do so.

COMPENSATION. Cadence compensates each portfolio manager for such portfolio manager’s management of the Portfolios. Each portfolio manager’s compensation consists of a fixed annual base salary and participation in an annual variable incentive bonus plan that

 

74


is based on multiple inputs including investment performance and business performance. A portion of the portfolio managers’ compensation is tied to longer term performance against relevant benchmarks. There is also a “phantom equity” incentive structure in place that mimics equity ownership, including a long-term vesting schedule (for retention) and annual payouts based on profitability. Portfolio managers also participate in benefit and retirement plans available generally to all employees.

Causeway Capital Management LLC (“Causeway”) serves as a Specialist Manager for The International Equity Portfolio and The Institutional International Equity Portfolio. Day-to-day responsibility for the management of the assets of these Portfolios allocated to Causeway is the responsibility of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng, Conor Muldoon, Alessandro Valentini, Ellen Lee and Steven Nguyen. This team also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL AS OF 5/30/19

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT

VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Sarah H. Ketterer

     14      $ 13.821 billion        23      $ 5.142 billion        149      $ 21.689 billion  

Harry W. Hartford

     14      $ 13.821 billion        23      $ 5.142 billion        101      $ 21.482 billion  

James A. Doyle

     14      $ 13.821 billion        23      $ 5.142 billion        101      $ 21.497 billion  

Jonathan P. Eng

     14      $ 13.821 billion        23      $ 5.142 billion        98      $ 21.489 billion  

Ellen Lee

     14      $ 13.821 billion        23      $ 5.142 billion        97      $ 21.480 billion  

Conor Muldoon

     14      $ 13.821 billion        23      $ 5.142 billion        103      $ 21.482 billion  

Steven Nguyen*

     14      $ 13.821 billion        23      $ 5.142 billion        97      $ 21.481 billion  

Alessandro Valentini

     14      $ 13.821 billion        23      $ 5.142 billion        98      $ 21.482 billion  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT
VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Sarah H. Ketterer

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Harry W. Hartford

     0      $ 0        0      $ 0        9      $ 2.100 billion  

James A. Doyle

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Jonathan P. Eng

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Ellen Lee

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Conor Muldoon

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Steven Nguyen

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Alessandro Valentini

     0      $ 0        0      $ 0        9      $ 2.100 billion  

CONFLICTS OF INTEREST. The portfolio managers who manage the portion of The International Equity Portfolio and The Institutional International Equity Portfolio allocated to Causeway (“Causeway Portfolios”) also provide investment management services to other accounts, including accounts for corporations, pension plans, sovereign wealth funds, superannuation plans, public retirement plans, Taft-Hartley pension plans, endowments and foundations, mutual funds, charities, private trusts and funds, wrap fee programs, other institutions and their personal accounts (collectively, “Other Accounts”). In managing the Other Accounts, the portfolio managers employ investment strategies similar to that used in managing the Causeway Portfolios, subject to certain variations in

 

75


investment restrictions, and also manage a portion of Causeway Global Absolute Return Fund, which takes short positions in global securities using swap agreements. The portfolio managers purchase and sell securities for the Causeway Portfolios that they may also recommend to Other Accounts. The portfolio managers at times give advice or take action with respect to certain accounts that differs from the advice given other accounts with similar investment strategies. Certain of the Other Accounts pay higher management fee rates than the Causeway Portfolios or pay performance-based fees to Causeway. Almost all of the portfolio managers have personal investments in one or more mutual funds managed and sponsored by Causeway. Ms. Ketterer and Mr. Hartford each holds (through estate planning vehicles) a controlling voting interest in the equity of Causeway’s holding company and Messrs. Doyle, Eng, Muldoon, Valentini and Nguyen and Ms. Lee (directly or through estate planning vehicles) have minority interests in the equity of Causeway’s holding company.

Actual or potential conflicts of interest arise from the portfolio managers’ management responsibilities with respect to Other Accounts. These responsibilities may cause portfolio managers to devote unequal time and attention across client accounts and the differing fees, incentives and relationships with the various accounts provide incentives to favor certain accounts. Causeway has written compliance policies and procedures designed to mitigate or manage these conflicts of interest. These include policies and procedures to seek fair and equitable allocation of investment opportunities (including IPOs and new issues) and trade allocations among all client accounts and policies and procedures concerning the disclosure and use of portfolio transaction information. Causeway has a policy that it will not enter into a short position in a security on behalf of Causeway Global Absolute Return Fund or any other client account if, at the time of entering into the short position, any other client account managed by Causeway holds a long position in a security of the issuer. Causeway also has a Code of Ethics which, among other things, limits personal trading by portfolio managers and other employees of Causeway. There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises.

COMPENSATION. Ms. Ketterer and Mr. Hartford, the chief executive officer and president of Causeway, respectively, receive annual salaries and are entitled, as controlling owners of Causeway’s parent company, to distributions of Causeway’s profit based on their ownership interests in Causeway’s parent company. They do not receive incentive compensation. Messrs. Doyle, Eng, Muldoon, Valentini and Nguyen and Ms. Lee receive salaries and may receive incentive compensation (including potential cash awards of growth units, or awards of equity units). Portfolio managers also receive, directly or through estate planning vehicles, distributions of Causeway’s profit based on their minority ownership interests in Causeway’s parent company. Causeway’s Compensation Committee weighing a variety of objective and subjective factors determines salary and incentive compensation and, subject to the approval of the holding company’s Board of Managers, may award equity units. Portfolios are team-managed and salary and incentive compensation are not based on the specific performance of the Causeway Portfolios or any single client account managed by Causeway but take into account the performance of the individual portfolio manager, the relevant team and Causeway’s overall performance and financial results. For portfolio managers of the Causeway Portfolios, the performance of stocks selected for client portfolios within a particular industry or sector over a multi-year period relative to appropriate benchmarks will be relevant for portfolio managers assigned to that industry or sector. Causeway takes into account both quantitative and qualitative factors in determining the amount of incentive compensation awarded, including the following factors: individual research contribution, portfolio and team management contribution, group research contribution, client service and recruiting contribution, and other contributions to client satisfaction and firm development.

OWNERSHIP OF SECURITIES. None of the portfolio managers beneficially owns equity securities in The International Equity Portfolio or The Institutional International Equity Portfolio.

City of London Investment Management Company Limited (“CLIM”) CLIM serves as a Specialist Manager for The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. Day-to-day portfolio management of those assets of the International Equity and Institutional International Equity Portfolios allocated to CLIM will be the responsibility of a team led by Michael Edmonds. Day-to-day portfolio management of those assets of The Emerging Markets Portfolio allocated to CLIM will be the responsibility of a team led by Mark Dwyer. Day-to-day portfolio management of those assets of The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio allocated to CLIM will be the responsibility of a team led by James Millward. For each portfolio, the lead portfolio manager has ultimate responsibility for constructing and managing the portfolio. However, the decision making process is developed as a team, and decisions are generally reached via consensus within the applicable investment team. Each also provides portfolio management for certain other pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL

 

76


     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

James Millward

     0      $ 0        4      $ 658 million        8      $ 214 million  

Michael Edmonds

     0      $ 0        4      $ 658 million        8      $ 214 million  

Michael Sugrue

     0      $ 0        4      $ 658 million        8      $ 214 million  

Mark Dwyer

     0      $ 0        12      $ 2,533 million        13      $ 1,723 million  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

James Millward

     0      $ 0        0      $ 0        0      $ 0  

Michael Edmonds

     0      $ 0        0      $ 0        0      $ 0  

Michael Sugrue

     0      $ 0        0      $ 0        0      $ 0  

Mark Dwyer

     0      $ 0        0      $ 0        0      $ 0  

CONFLICTS OF INTEREST. The investment management team at CLIM may manage multiple accounts for multiple clients. These accounts may include mutual funds, segregated accounts, non-US collective investment schemes and private funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. CLIM manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by directors, compliance, and independent third parties. CLIM has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

COMPENSATION. CLIM’s compensation and incentive policy for all employees is linked to individual performance, which is determined via an appraisal process. The formal process of performance review takes place annually. At the senior level, CLIM’s Remuneration Committee, which is made up of independent non-executive Directors, considers performance. They consider for their review information gathered via departmental managers and filtered through the Executive Directors, as well as external data which provides an understanding of current salaries and overall compensation packages within the market place. The Board makes recommendations on relevant aspects of compensation, which are passed to the Remuneration Committee for consideration and approval. All intermediate and junior level staff is appraised directly by their line managers, who make salary recommendations for approval by the Executive Directors.

Fort Washington Investment Advisors, Inc. (“Fort Washington”) Fort Washington serves as a Specialist Manager for The Fixed Income Opportunity Portfolio. Timothy Jossart and Garrick Bauer are responsible for making day-to-day investment decisions for the portion of the Portfolio allocated to Fort Washington. Messrs. Jossart and Bauer also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL*

As of June 30, 2019

 

77


     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Garrick Bauer

     1      $ 203.0 million        2      $ 607.0 million        18      $ 1,553.4 million  

Timothy Jossart

     1      $ 203.0 million        2      $ 607.0 million        17      $ 1,481.8 million  

 

*

None of these accounts have an advisory fee based on performance.

CONFLICTS OF INTEREST. Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Portfolios). This would include devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad array of accounts and incentive to allocate opportunities to an account where the portfolio manager has a greater financial incentive, such as allocation opportunities for performance based accounts. Fort Washington has adopted policies and procedures to address such conflicts.

COMPENSATION. All of Fort Washington’s portfolio managers receive a fixed base salary and annual performance bonuses. Bonuses are based primarily on the overall performance of Fort Washington as well as the pre-tax performance (relative to the appropriate benchmark) of their respective asset category over a one-year and a three-year time horizon. Secondarily, portfolio managers are also assessed on their ability to retain clients and attract new clients. Additionally, a long-term retention plan was instituted in 2000, whereby certain investment professionals are periodically granted participation units with a 7-year cliff vesting schedule. The structure includes long-term vesting provisions. The percentage of compensation allocated to performance bonuses, asset-increase incentives and long-term incentive compensation is determined annually by the firm’s President and approved by the Board of Directors.

Fort Washington’s parent company also provides all personnel a defined benefit retirement plan, which provides a lifetime annuity upon retirement that is based on a percentage of final average pay and years of service under the plan.

Associates are also eligible to participate in a 401(k) plan. The 401(k) company match is 50% of the first 4% of earnings saved. In years when the parent company exceeds its business goals, the company may increase its match to as much as 50% of the first 6% saved.

Frontier Capital Management Company, LLC (“Frontier”) Frontier serves as a Specialist Manager for The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio. Affiliated Managers Group, Inc. has a controlling interest in Frontier. Michael A. Cavarretta, Andrew B. Bennett and Peter G. Kuechle are responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Frontier. Messrs. Cavarretta, Bennett and Kuechle also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL*

As of June 30, 2019

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Michael A. Cavarretta, CFA

     1      $ 180 million        1      $ 169 million        24      $ 1.69 billion  

Andrew B. Bennett, CFA

     1      $ 180 million        1      $ 169 million        24      $ 1.69 billion  

Peter G. Kuechle

     1      $ 180 million        1      $ 169 million        24      $ 1.69 billion  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST. In connection with its management of clients’ accounts, Frontier is subject to a number of actual or apparent conflicts of interest. These conflicts may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that have a different advisory fee arrangement (including any accounts

 

78


that pay performance-based fees) or accounts in which the portfolio manager has a personal investment. In addition, conflicts may arise relating to the allocation of investments among accounts with similar investment objectives but managed by different portfolio managers.

Frontier’s portfolio managers typically manage multiple accounts. Generally, however, accounts within a particular investment strategy (e.g., Capital Appreciation) with similar objectives are managed similarly. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in the same strategy with similar objectives, which tend to minimize the potential for conflicts of interest.

Frontier has adopted trade allocation and aggregation policies that seek to treat all clients fairly and equitably. These policies address the allocation of limited investment opportunities, such as IPOs, and the allocation of transactions and aggregations of orders across multiple accounts. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firm’s Code of Ethics.

COMPENSATION. Frontier’s portfolio manager compensation structure is designed to align the interest of portfolio managers with those of the shareholders whose assets they manage. Frontier’s portfolio manager compensation program consists of a base salary, annual bonus, and participation in company-funded retirement plans. In addition, all of Frontier’s portfolio managers are partners at Frontier, which entitles them to share in the firm’s profits and the long-term growth of the firm. The annual bonus is variable and based partially or primarily upon management-fee revenues generated from client accounts.

HC Capital Solutions (“HC Capital”) may at times directly manage a portion of a Portfolio’s investments in ETFs, index futures and forwards designed to obtain broad market exposure. HC Capital is a separate operating division of Hirtle Callaghan & Co., LLC. Mr. Brad Conger, CFA, Mr. Mark Hamilton and Mr. Scott Jacobson, CFA act as the portfolio managers for each Portfolio. Mr. Conger, Mr. Hamilton and Mr. Jacobson each also provides oversight of the Specialist Managers providing day-to-day portfolio management for certain other pooled investment vehicles and separately managed accounts, but does not directly provide such day-to-day services to any other accounts or portfolios.

CONFLICTS OF INTEREST. While there are certain conflicts of interest inherent in directly managing one portfolio while providing oversight services to multiple other portfolios, as discussed above, HC Capital believes that the limited nature of the role of managing a Portfolio’s investments in ETFs, index futures and forwards, combined with the policies and procedures adopted by HC Capital, minimizes the potential impact of any such conflicts.

COMPENSATION. Mr. Conger, Mr. Hamilton and Mr. Jacobson each receives a base salary and an annual bonus, which is at the discretion of the Adviser and is not directly linked to the performance of any one or more accounts.

Jennison Associates LLC (“Jennison”) Jennison serves as a Specialist Manager for The Growth Equity Portfolio and The Institutional Growth Equity Portfolio. Jennison is organized under the laws of Delaware as a single member limited liability company whose sole member is PGIM, Inc., which is a direct, wholly-owned subsidiary of PGIM Holding Company LLC, which is a direct, wholly-owned subsidiary of Prudential Financial, Inc. Kathleen A. McCarragher, Blair Boyer, Rebecca Irwin and Natasha Kuhlkin, CFA, are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Jennison. Each portfolio manager also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL

 

79


THE GROWTH EQUITY PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS*  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Kathleen A. McCarragher

     21      $ 58.5 billion        3      $ 2.5 billion        8      $ 1.1 billion  

Blair Boyer

     17      $ 56.5 billion        2      $ 1.8 billion        34      $ 7.8 billion  

Rebecca Irwin

     15      $ 18.1 billion        1      $ 1.7 billion        10      $ 1.3 billion  

Natasha Kuhlkin, CFA

     16      $ 48.7 billion        5      $ 2.6 billion        18      $ 1.6 billion  

 

*

Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER
ACCOUNTS*
 

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Kathleen A. McCarragher

     1      $ 6.8 billion        0      $ 0        0      $ 0  

Blair Boyer

     1      $ 6.8 billion        0      $ 0        0      $ 0  

Rebecca Irwin

     0      $ 0        0      $ 0        0      $ 0  

Natasha Kuhlkin, CFA

     0      $ 0        0      $ 0        0      $ 0  

 

*

Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS*  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Kathleen A. McCarragher

     21      $ 58.4 billion        3      $ 2.5 billion        8      $ 1.1 billion  

Blair Boyer

     17      $ 56.4 billion        2      $ 1.8 billion        34      $ 7.8 billion  

Rebecca Irwin

     15      $ 18.0 billion        1      $ 1.7 billion        10      $ 1.3 billion  

Natasha Kuhlkin, CFA

     16      $ 48.6 billion        5      $ 2.6 billion        18      $ 1.6 billion  

 

*

Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

 

80


OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS*  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Kathleen A. McCarragher

     1      $ 6.8 billion        0      $ 0        0      $ 0  

Blair Boyer

     1      $ 6.8 billion        0      $ 0        0      $ 0  

Rebecca Irwin

     0      $ 0        0      $ 0        0      $ 0  

Natasha Kuhlkin, CFA

     0      $ 0        0      $ 0        0      $ 0  

 

*

Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

POTENTIAL CONFLICTS OF INTEREST. Jennison manages accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management can create an incentive for Jennison and its investment professionals to favor one account over another. Specifically, Jennison has the incentive to favor accounts for which it receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees.

Other types of side-by-side management of multiple accounts can also create incentives for Jennison to favor one account over another. Examples are detailed below, followed by a discussion of how Jennison addresses these conflicts.

 

   

Long only accounts/long-short accounts:

Jennison manages accounts in strategies that only hold long securities positions as well as accounts in strategies that are permitted to sell securities short. Jennison may hold a long position in a security in some client accounts while selling the same security short in other client accounts. For example, Jennison permits quantitatively hedged strategies to short securities that are held long in other strategies. Additionally, Jennison permits securities that are held long in quantitatively derived strategies to be shorted by other strategies. The strategies that sell a security short held long by another strategy could lower the price for the security held long. Similarly, if a strategy is purchasing a security that is held short in other strategies, the strategies purchasing the security could increase the price of the security held short.

 

   

Large accounts:

Large accounts typically generate more revenue than do smaller accounts. As a result, a portfolio manager has an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for Jennison.

 

   

Multiple strategies:

Jennison may buy or sell, or may direct or recommend that one client buy or sell, securities of the same kind or class that are purchased or sold for another client, at prices that may be different. Jennison may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account, due to differences in investment strategy or client direction. Different strategies effecting trading in the same securities or types of securities may appear as inconsistencies in Jennison’s management of multiple accounts side-by-side.

 

   

Investments at different levels of an issuer’s capital structure:

To the extent different clients invest across multiple strategies or asset classes, Jennison may invest client assets in the same issuer, but at different levels in the capital structure. Interests in these positions could be inconsistent or in potential or actual conflict with each other.

 

   

Affiliated accounts/unaffiliated accounts and seeded/nonseeded accounts and accounts receiving asset allocation assets from affiliated investment advisers:

Jennison manages accounts for its affiliates and accounts in which it has an interest alongside unaffiliated accounts. Jennison could have an incentive to favor its affiliated accounts over unaffiliated accounts. Additionally, Jennison’s affiliates may provide initial funding or otherwise invest in vehicles managed by Jennison. When an affiliate provides “seed capital” or other capital for a fund or account, it may do so with the intention of redeeming all or part of its interest at a particular future point in time or when it deems that sufficient additional capital has been invested in that fund or account. Jennison typically requests seed capital to start a track record for a new strategy or product. Managing “seeded” accounts alongside “non-seeded” accounts can create an incentive to favor the “seeded”

 

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accounts to establish a track record for a new strategy or product. Additionally, Jennison’s affiliated investment advisers could allocate their asset allocation clients’ assets to Jennison. Jennison could favor accounts used by its affiliate for their asset allocation clients to receive more assets from the affiliate.

 

   

Non-discretionary accounts or models:

Jennison provides non-discretionary model portfolios to some clients and manages other portfolios on a discretionary basis. Recommendations for some non-discretionary models that are derived from discretionary portfolios are communicated after the discretionary portfolio has traded. The non-discretionary clients could be disadvantaged if Jennison delivers the model investment portfolio to them after Jennison initiates trading for the discretionary clients. Discretionary clients could be disadvantaged if the non-discretionary clients receive their model investment portfolio and start trading before Jennison has started trading for the discretionary clients.

 

   

Higher fee paying accounts or products or strategies:

Jennison receives more revenues from (1) larger accounts or client relationships than smaller accounts or client relationships and from (2) managing discretionary accounts than advising nondiscretionary models and from (3) non-wrap fee accounts than from wrap fee accounts and from (4) charging higher fees for some strategies than others. The differences in revenue that Jennison receives could create an incentive for Jennison to favor the higher fee paying or higher revenue generating account or product or strategy over another.

 

   

Personal interests:

The performance of one or more accounts managed by Jennison’s investment professionals is taken into consideration in determining their compensation. Jennison also manages accounts that are investment options in its employee benefit plans such as its defined contribution plans or deferred compensation arrangements and where its employees may have personally invested alongside other accounts where there is no personal interest. These factors could create an incentive for Jennison to favor the accounts where it has a personal interest over accounts where Jennison does not have a personal interest.

How Jennison Addresses These Conflicts of Interest

The conflicts of interest described above could create incentives for Jennison to favor one or more accounts or types of accounts over others in the allocation of investment opportunities, aggregation and timing of investments. Portfolios in a particular strategy with similar objectives are managed similarly to the extent possible. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in a strategy that have similar objectives, which tends to minimize the potential for conflicts of interest among accounts within a product strategy. While these accounts have many similarities, the investment performance of each account will be different primarily due to differences in guidelines, individual portfolio manager’s decisions, timing of investments, fees, expenses and cash flows.

Additionally, Jennison has developed policies and procedures that seek to address, mitigate and assess these conflicts of interest. Jennison cannot guarantee, however, that its policies and procedures will detect and prevent, or lead to the disclosure of, each and every situation in which a conflict may arise.

 

   

Jennison has adopted trade aggregation and allocation procedures that seek to treat all clients (including affiliated accounts) fairly. These policies and procedures address the allocation of limited investment opportunities, such as initial public offerings (IPOs) and new issues, the allocation of transactions across multiple accounts, and the timing of transactions between its non-wrap accounts and its wrap fee accounts and between wrap fee program sponsors.

 

   

Jennison has policies that limit the ability to short securities in portfolios that primarily rely on its fundamental research and investment processes (fundamental portfolios) if the security is held long in other fundamental portfolios.

 

   

Jennison has adopted procedures to review allocations or performance dispersion between accounts with performance fees and non-performance fee based accounts and to review overlapping long and short positions among long accounts and long-short accounts.

 

   

Jennison has adopted a code of ethics and policies relating to personal trading.

 

   

Jennison has adopted a conflicts of interest policy and procedures.

 

   

Jennison provides disclosure of these and other potential conflicts in its Form ADV.

COMPENSATION. Jennison seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which include portfolio managers and research analysts, and to align the interests of its investment professionals with those of its clients and overall firm results. Jennison recognizes individuals for their achievements and contributions and continues to promote those who exemplify the same values and level of commitment that are hallmarks of the organization.

 

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Investment professionals are compensated with a combination of base salary and discretionary cash bonus. Overall firm profitability determines the size of the investment professional compensation pool. In general, the discretionary cash bonus represents the majority of an investment professional’s compensation.

Jennison sponsors a profit sharing retirement plan for all eligible employees. The contribution to the profit sharing retirement plan for portfolio managers is based on a percentage of the portfolio manager’s total compensation, subject to a maximum determined by applicable law. In addition to eligibility to participate in retirement and welfare plans, senior investment professionals, including portfolio managers and senior research analysts, are eligible to participate in a voluntary deferred compensation program where all or a portion of the discretionary cash bonus can be deferred. Participants in the deferred compensation plan are permitted to allocate the deferred amounts among various options that track the gross-of-fee pre-tax performance of accounts or composites of accounts managed by Jennison.

Investment professionals’ total compensation is determined through a subjective process that evaluates numerous qualitative and quantitative factors. Not all factors are applicable to every investment professional, and there is no particular weighting or formula for considering the factors.

The factors reviewed for the portfolio managers are listed below.

The quantitative factors reviewed for the portfolio managers may include:

 

   

One-, three-, five- year and longer term pre-tax investment performance for groupings of accounts in the same strategy (composite) relative to market conditions, pre-determined passive indices and industry peer group data for the product strategy (e.g., large cap growth, large cap value). Some portfolio managers may manage or contribute ideas to more than one product strategy, and the performance of the other product strategies is also considered in determining the portfolio manager’s overall compensation.

 

   

The investment professional’s contribution to client portfolio’s pre-tax one-, three-, five-year and longer-term performance from the investment professional’s recommended stocks relative to market conditions, the strategy’s passive benchmarks, and the investment professional’s respective coverage universes.

The qualitative factors reviewed for the portfolio manager may include:

 

   

The quality of the portfolio manager’s investment ideas and consistency of the portfolio manager’s judgment;

 

   

Qualitative factors such as teamwork and responsiveness;

 

   

Individual factors such as years of experience and responsibilities specific to the individual’s role such as being a team leader or supervisor are also factored into the determination of an investment professional’s total compensation; and

 

   

Historical and long-term business potential of the product strategies.

Lazard Asset Management LLC (“Lazard”) serves as a Specialist Manager for The Institutional International Equity Portfolio. Below are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Lazard. Messrs. Moghtader, Ivanenko, Lai and Scholl also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO

OTHER ACCOUNTS MANAGED—TOTAL

[To be updated]

 

    

OTHER REGISTERED

INVESTMENT

COMPANIES

    

OTHER POOLED

INVESTMENT

VEHICLES

     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Paul Moghtader

     11      $ 4,182 million        20      $ 1,012 million        40      $ 8,514 million  

Taras Ivanenko

     11      $ 4,182 million        20      $ 1,012 million        40      $ 8,514 million  

Alex Lai

     11      $ 4,182 million        20      $ 1,012 million        40      $ 8,514 million  

Craig Scholl

     11      $ 4,182 million        20      $ 1,012 million        40      $ 8,514 million  

 

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OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Paul Moghtader

     0      $ 0        0      $ 0        5      $ 5,254 million  

Taras Ivanenko

     0      $ 0        0      $ 0        5      $ 5,254 million  

Alex Lai

     0      $ 0        0      $ 0        5      $ 5,254 million  

Craig Scholl

     0      $ 0        0      $ 0        5      $ 5,254 million  

CONFLICTS OF INTEREST. Although the potential for conflicts of interest exists when an investment adviser and portfolio managers manage other accounts that invest in securities in which the Institutional International Equity Portfolio may invest or that may pursue a strategy similar to the Portfolio’s investment strategies implemented by Lazard (collectively, “Similar Accounts”), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Portfolio is not disadvantaged, including procedures regarding trade allocations and “conflicting trades” (e.g., long and short positions in the same or similar securities). In addition, the Portfolio may be subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.

Potential conflicts of interest may arise because of Lazard’s management of the Portfolio and Similar Accounts, including the following:

1. Similar Accounts may have investment objectives, strategies and risks that differ from those of the Portfolio. In addition, the Portfolio is an open-end investment company and “diversified” as defined in the Investment Company Act, subject to different regulations than certain of the Similar Accounts and, consequently, may not be permitted to invest in the same securities, exercise rights to exchange or convert securities or engage in all the investment techniques or transactions, or to invest, exercise or engage to the same degree, as the Similar Accounts. For these or other reasons, the portfolio managers may purchase different securities for the Portfolio and the corresponding Similar Accounts, and the performance of securities purchased for the Portfolio may vary from the performance of securities purchased for Similar Accounts, perhaps materially.

2. Conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities. Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard’s overall allocation of securities in that offering, or to increase Lazard’s ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account.

3. Portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the Portfolio, that they are managing on behalf of Lazard. Although Lazard does not track each individual portfolio manager’s time dedicated to each account, Lazard periodically reviews each portfolio manager’s overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the Portfolio. As illustrated in the table above, most of the portfolio managers manage a significant number of Similar Accounts in addition to the Portfolio.

 

84


4. Generally, Lazard and/or its portfolio managers have investments in Similar Accounts. This could be viewed as creating a potential conflict of interest, since certain of the portfolio managers do not invest in the Portfolio.

5. The table found towards the beginning of this section notes the portfolio managers who manage Similar Accounts with respect to which the advisory fee is based on the performance of the account, which could give the portfolio managers and Lazard an incentive to favor such Similar Accounts over the Portfolio.

6. Portfolio managers may place transactions on behalf of Similar Accounts that are directly or indirectly contrary to investment decisions made for the Portfolio, which could have the potential to adversely impact the Portfolio, depending on market conditions. In addition, if the Portfolio’s investment in an issuer is at a different level of the issuer’s capital structure than an investment in the issuer by Similar Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest between the Portfolio’s and such Similar Accounts’ investments in the issuer. If Lazard sells securities short, including on behalf of a Similar Account, it may be seen as harmful to the performance of the Portfolio to the extent it invests “long” in the same or similar securities whose market values fall as a result of short-selling activities.

7. Investment decisions are made independently from those of the Similar Accounts. If, however, such Similar Accounts desire to invest in, or dispose of, the same securities as the Portfolio, available investments or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Portfolio or the price paid or received by the Portfolio.

8. Under Lazard’s trade allocation procedures applicable to domestic and foreign initial and secondary public offerings and Rule 144A transactions (collectively herein a “Limited Offering”), Lazard will generally allocate Limited Offering shares among client accounts, including the Portfolio, pro rata based upon the aggregate asset size (excluding leverage) of the account. Lazard may also allocate Limited Offering shares on a random basis, as selected electronically, or other basis. It is often difficult for the Adviser to obtain a sufficient number of Limited Offering shares to provide a full allocation to each account. Lazard’s allocation procedures are designed to allocate Limited Offering securities in a fair and equitable manner.

COMPENSATION. Lazard’s portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, invest in securities in which the Portfolio may invest or pursue a strategy similar to a Portfolio’s strategies. Portfolio managers responsible for managing the Portfolio may also manage sub-advised registered investment companies, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred to as “wrap accounts”) and model portfolios.

Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash, stock and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager’s compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard’s investment philosophy.

 

85


Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member.

Variable bonus is based on the portfolio manager’s quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark, generally as set forth in the Prospectus or other governing document, over the current fiscal year and the longer-term performance of such account, as well as performance of the account relative to peers. The portfolio manager’s bonus also can be influenced by subjective measurement of the manager’s ability to help others make investment decisions. A portion of a portfolio manager’s variable bonus is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded among certain Portfolios, in shares that vest in two to three years. Certain portfolio managers’ bonus compensation may be tied to a fixed percentage of revenue or assets generated by the accounts managed by such portfolio management teams.

Mellon Investments Corporation (formerly BNY Mellon Asset Management North America Corporation) serves as a Specialist Manager for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Fixed Income Opportunity Portfolio, The Core Fixed Income Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio and The Intermediate Term Municipal Bond Portfolio. Mellon is an indirect subsidiary of The Bank of New York Mellon Corporation. Below are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Mellon. Ms. Karen Wong, Mr. William Cazalet, Mr. Peter Goslin, Ms. Nancy Rogers, Mr. Paul Benson, Mr. Gregg Lee, Mr. Manuel Hayes and Ms. Stephanie Shu also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Daniel Marques, CFA is responsible for the day-to-day management of the Portfolio. He also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. The assets listed below are managed utilizing a team approach. Certain information about these responsibilities is set forth below.

VALUE EQUITY PORTFOLIO

GROWTH EQUITY PORTFOLIO

INSTITUTIONAL VALUE EQUITY,

INSTITUTIONAL GROWTH EQUITY PORTFOLIO

SMALL CAPITALIZATION—MID CAPITALIZATION EQUITY PORTFOLIO

INSTITUTIONAL SMALL CAPITALIZATION—MID CAPITALIZATION EQUITY PORTFOLIO

REAL ESTATE SECURITIES PORTFOLIO

COMMODITY RETURNS STRATEGY PORTFOLIO

INTERNATIONAL EQUITY PORTFOLIO

INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO

EMERGING MARKETS PORTFOLIO

THE ESG GROWTH PORTFOLIO

THE CATHOLIC SRI GROWTH PORTFOLIO

OTHER ACCOUNTS MANAGED—TOTAL As of June 30, 2019

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT
VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Karen Wong

     127      $ 105,184 million        101      $ 87,922 million        84      $ 91,093 million  

William Cazalet

     56      $ 24,413 million        4      $ 8,930 million        150      $ 15,449 million  

Peter Goslin

     56      $ 24,413 million        4      $ 8,930 million        150      $ 15,449 million  

 

86


OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Karen Wong

     0      $ 0        0      $ 0        0      $ 0  

William Cazalet

     0      $ 0        0      $ 0        5      $ 626 million  

Peter Goslin

     0      $ 0        0      $ 0        5      $ 626 million  

THE CORE FIXED INCOME PORTFOLIO

THE U.S. CORPORATE FIXED INCOME SECURITIES PORTFOLIO

THE US GOVERNMENT FIXED INCOME SECURITIES PORTFOLIO

THE US MORTGAGE/ASSET BACKED FIXED INCOME SECURITIES PORTFOLIO

THE FIXED INCOME OPPORTUNITY PORTFOLIO

THE INFLATION PROTECTED SECURITIES PORTFOLIO (Benson, Rogers and Shu only)

OTHER ACCOUNTS MANAGED—TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Paul Benson

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

Nancy Rogers

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

Gregg Lee

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

Manuel Hayes

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

Stephanie Shu

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Paul Benson

     0      $ 0        0      $ 0        1      $ 383 million  

Nancy Rogers

     0      $ 0        0      $ 0        1      $ 383 million  

Gregg Lee

     0      $ 0        0      $ 0        1      $ 383 million  

Manuel Hayes

     0      $ 0        0      $ 0        1      $ 383 million  

Stephanie Shu

     0      $ 0        0      $ 0        1      $ 383 million  

 

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OTHER ACCOUNTS MANAGED*—TOTAL As of June 30, 2019

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Daniel Marques

     3      $ 1.0 billion        0      $ 0        260      $ 2.4 billion  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST-Mellon.

It is the policy of Mellon Investments Corporation (the “Firm”) to make business decisions free from conflicting outside influences. The Firm’s objective is to recognize potential conflicts of interest and work to eliminate or control and disclose such conflicts as they are identified. The Firm’s business decisions are based on its duty to its clients, and not driven by any personal interest or gain. As an asset manager operating in a number of different jurisdictions with a diverse client base in a variety of strategies, conflicts of interest are inherent. Furthermore, as an indirect subsidiary of The Bank of NewYork Mellon Corporation (“BNYM”), potential conflicts may also arise between the Firm and other BNYM companies.

The Firm will take steps to provide reasonable assurance that no client or group of clients is advantaged at the expense of any other client. As such, the Firm has adopted a Code of Ethics (the “Code”) and compliance policy manual to address such conflicts. These potential and inherent conflicts include but are not limited to: the allocation of investment opportunities, side by side management, execution of portfolio transactions, brokerage conflicts, compensation conflicts, related party arrangements, personal interests, and other investment and operational conflicts of interest. Our compliance policies are designed to ensure that all client accounts are treated equitably over time. Additionally, the Firm has structured compensation of investment personnel to reasonably safeguard client accounts from being adversely impacted by any potential or related conflicts.

All material conflicts of interest are presented in greater detail within Part 2A of our Form ADV.

COMPENSATION-Mellon.

The firm’s rewards program is designed to be market-competitive and align our compensation with the goals of our clients. This alignment is achieved through an emphasis on deferred awards, which incentivizes our investment personnel to focus on long-term alpha generation.

Our incentive model is designed to compensate for quantitative and qualitative objectives achieved during the performance year. An individual’s final annual incentive award is tied to the firm’s overall performance, the team’s investment performance, as well as individual performance.

Awards are paid in cash on an annual basis; however, some portfolio managers may receive a portion of their annual incentive award in deferred vehicles. Annual incentive as a percentage of fixed pay varies with the profitability of the firm and the product team.

The following factors encompass our investment professional rewards program.

 

   

Base salary

 

   

Annual cash incentive

 

   

Long-Term Incentive Plan

 

   

Deferred cash for investment

 

   

BNY Mellon restricted stock units and/or

 

   

Mellon Investments Corporation equity

 

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Awards for selected senior portfolio managers are based on a two-stage model: an opportunity range based on the current level of business and an assessment of long-term business value. A significant portion of the opportunity awarded is structured and based upon the performance of the portfolio manager’s accounts relative to the performance of appropriate peers, with longer-term performance more heavily weighted.

Pacific Investment Management Company LLC (“PIMCO”) PIMCO serves as a Specialist Manager for The Institutional Value Equity Portfolio, The Institutional Growth Equity and The Commodity Returns Strategy Portfolios. The address of PIMCO’s U.S. headquarters is at 650 Newport Center Drive, Newport Beach, CA 92660. PIMCO is a majority owned subsidiary of Allianz Asset Management with minority interests held by certain of its current and former officers, by Allianz Asset Management of America LLC, and by PIMCO Partners, LLC, a California limited liability company. Through various holding company structures, Allianz Asset Management is majority owned by Allianz SE. PIMCO supervises trading execution services of the Sub-adviser Parametric in implementing the RAFI US Multifactor Strategy for The Institutional Value Equity Portfolio and The Institutional Growth Equity. Since there are no direct portfolio management services, there is no PIMCO portfolio manager disclosed for the RAFI US Multifactor Strategy below.

THE INSTITUTIONAL VALUE EQUITY PORTFOLIO

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

Mohsen Fahmi is primarily responsible for the day-to-day management of the assets of the Portfolios. Mr. Fahmi also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL (As of June 30, 2019)

THE INSTITUTIONAL VALUE EQUITY PORTFOLIO

The table below represents the assets and accounts where Mohsen Fahmi serves as a primary portfolio manager. Mr. Fahmi has additional responsibilities in managing portfolios besides those where he serves as a primary portfolio manager.

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mohsen Fahmi

     16      $ 9.416 billion        7      $ 4.381 billion        19      $ 6.759 billion  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER
ACCOUNTS
 

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mohsen Fahmi

     0      $ 0        0      $ 0        0      $ 0  

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

The table below represents the assets and accounts where Mohsen Fahmi serves as a primary portfolio manager. Mr. Fahmi has additional responsibilities in managing portfolios besides those where he serves as a primary portfolio manager.

 

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     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mohsen Fahmi

     16      $ 9.416 billion        7      $ 4.381 billion        19      $ 6.759 billion  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mohsen Fahmi

     0      $ 0        0      $ 0        0      $ 0  

THE COMMODITY RETURNS STRATEGY PORTFOLIO

Nicholas Johnson is primarily responsible for the day-to-day management of the assets of the Portfolio. Mr. Johnson also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL

The table below represents the assets and accounts where Nicholas Johnson serves as primary portfolio manager.

 

     OTHER REGISTERED
INVESTMENT

COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Nicholas Johnson

     1      $ 1.766 billion        6      $ 1.151 billion        9      $ 1.218 billion  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Nicholas Johnson

     0      $ 0        0      $ 0        0      $ 0  

CONFLICTS OF INTEREST. From time to time, potential and actual conflicts of interest may arise between a portfolio manager’s management of the investments of a Portfolio, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest may also arise as a result of PIMCO’s other business activities and PIMCO’s possession of material non-public information about an issuer. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Portfolios, track the same index a Portfolio tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Portfolios. The other accounts might also have different investment objectives or strategies than the Portfolios. Potential and actual conflicts of interest may also arise as a result of PIMCO serving as investment adviser to accounts that invest in the Portfolios. In this case, such conflicts of interest could in theory give rise to incentives for PIMCO to, among other things, vote proxies or redeem shares of a Portfolio in a manner beneficial to the investing account but detrimental to the Portfolio. Conversely, PIMCO’s duties to the Portfolios, as well as regulatory or other limitations applicable to the Portfolios, may affect the courses of action available to PIMCO-advised accounts (including certain Portfolios) that invest in the Portfolios in a manner that is detrimental to such investing accounts.

 

90


Because PIMCO is affiliated with Allianz, a large multi-national financial institution, conflicts similar to those described below may occur between the Portfolios or other accounts managed by PIMCO and PIMCO’s affiliates or accounts managed by those affiliates. Those affiliates (or their clients), which generally operate autonomously from PIMCO, may take actions that are adverse to the Portfolios or other accounts managed by PIMCO. In many cases, PIMCO will not be in a position to mitigate those actions or address those conflicts, which could adversely affect the performance of the Portfolios or other accounts managed by PIMCO.

Knowledge and Timing of Portfolio Trades. A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of the Portfolios. Because of their positions with the Portfolios, the portfolio managers know the size, timing and possible market impact of the Portfolios’ trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Portfolios.

Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Portfolios and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Portfolios and the other accounts to participate fully. In addition, regulatory issues applicable to PIMCO or one or more Portfolios or other accounts may result in certain Portfolios not receiving securities that may otherwise be appropriate for them. Similarly, there may be limited opportunity to sell an investment held by a Portfolio and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Under PIMCO’s allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO’s investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Portfolios and certain pooled investment vehicles, including investment opportunity allocation issues.

Conflicts potentially limiting the Portfolios’ investment opportunities may also arise when the Portfolios and other PIMCO clients invest in different parts of an issuer’s capital structure, such as when the Portfolios own senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other PIMCO clients or PIMCO may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Portfolios’ investment opportunities. Additionally, if PIMCO acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for a Portfolio. Moreover, a Portfolio or other account managed by PIMCO may invest in a transaction in which one or more other portfolios or accounts managed by PIMCO are expected to participate, or already have made or will seek to make, an investment. Such portfolios or accounts may have conflicting interests and objectives in connection with such investments, including, for example and without limitation, with respect to views on the operations or activities of the issuer involved, the targeted returns from the investment, and the timeframe for, and method of, exiting the investment. When making investment decisions where a conflict of interest may arise, PIMCO will endeavor to act in a fair and equitable manner as between the Portfolios and other clients; however, in certain instances the resolution of the conflict may result in PIMCO acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of a Portfolio.

Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Portfolios. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Portfolios and such other accounts on a fair and equitable basis over time.

COMPENSATION.

PIMCO’s approach to compensation seeks to provide professionals with a Total Compensation Plan and process that is driven by PIMCO’s mission and values. Key Principles on Compensation Philosophy include:

 

   

PIMCO’s pay practices are designed to attract and retain high performers;

 

   

PIMCO’s pay philosophy embraces a corporate culture of rewarding strong performance, a strong work ethic, and meritocracy;

 

   

PIMCO’s goal is to ensure key professionals are aligned to PIMCO’s long-term success through equity participation; and

 

   

PIMCO’s “Discern and Differentiate” discipline guides total compensation levels.

The Total Compensation Plan consists of three components. The compensation program for portfolio managers is designed to align with clients’ interests, emphasizing each portfolio manager’s ability to generate long-term investment success for PIMCO’s clients. A portfolio manager’s compensation is not based solely on the performance of any Fund or any other account managed by that portfolio manager:

 

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Base Salary—Base salary is determined based on core job responsibilities, positions/levels and market factors. Base salary levels are reviewed annually, when there is a significant change in job responsibilities or position, or a significant change in market levels.

Performance Bonus—Performance bonuses are designed to reward risk-adjusted performance and contributions to PIMCO’s broader investment process. The compensation process is not formulaic and the following non-exhaustive list of qualitative and quantitative criteria are considered when determining the total compensation for portfolio managers:

 

   

Performance measured over a variety of longer- and shorter-term periods, including 5-year, 4-year, 3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax total and risk-adjusted investment performance as judged against the applicable benchmarks (which may include internal investment performance-related benchmarks) for each account managed by a portfolio manager (including the Funds) and relative to applicable industry peer groups; greatest emphasis is placed on 5-year and 3-year performance, followed by 1-year performance;

 

   

Consistency of investment performance across portfolios of similar mandate and guidelines, rewarding low dispersion and consistency of outperformance;

 

   

Appropriate risk positioning and risk management mindset which includes consistency with PIMCO’s investment philosophy, the Investment Committee’s positioning guidance, absence of defaults, and appropriate alignment with client objectives;

 

   

Contributions to mentoring, coaching and/or supervising members of team;

 

   

Collaboration, idea generation, and contribution of investment ideas in the context of PIMCO’s investment process, Investment Committee meetings, and day-to-day management of portfolios;

 

   

With much lesser importance than the aforementioned factors: amount and nature of assets managed by the portfolio manager, contributions to asset retention, and client satisfaction.

PIMCO’s partnership culture further rewards strong long term risk adjusted returns with promotion decisions almost entirely tied to long term contributions to the investment process. 10-year performance can also be considered, though not explicitly as part of the compensation process.

Deferred Compensation—Long Term Incentive Plan (“LTIP”) and/or M Options which is awarded to key professionals. Employees who reach a total compensation threshold are delivered their annual compensation in a mix of cash and/or deferred compensation. PIMCO incorporates a progressive allocation of deferred compensation as a percentage of total compensation, which is in line with market practices.

 

   

The LTIP provides participants with deferred cash awards that appreciate or depreciate based on PIMCO’s operating earnings over a rolling three-year period. The plan provides a link between longer term company performance and participant pay, further motivating participants to make a long term commitment to PIMCO’s success.

 

   

The M Unit program provides mid-to-senior level employees with the potential to acquire an equity stake in PIMCO over their careers and to better align employee incentives with the Firm’s long-term results. In the program, options are awarded and vest over a number of years and may convert into PIMCO equity which shares in the profit distributions of the Firm. M Units are non-voting common equity of PIMCO and provide a mechanism for individuals to build a significant equity stake in PIMCO over time.

 

   

The Carried Interest Compensation Plan awards entitle eligible individuals who provide services to PIMCO’s Alternative Funds a percentage (“points”) of the carried interest otherwise payable to PIMCO in the event that the applicable performance measurements described in the Alternative Fund’s partnership agreements are achieved. The awards are granted before any payments are made in respect of the awards and payout is contingent on long-term performance, and are intended to align the interests of the employees with that of PIMCO and the investors in the Alternative Funds. While subject to forfeiture and vesting terms, payments to participants are generally made if and when the applicable carried interest payments are made to PIMCO.

Eligibility to participate in LTIP, the M Unit program, and the Carried Interest Compensation Plan is contingent upon continued employment at PIMCO and all other applicable eligibility requirements.

Profit Sharing Plan. Portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCO’s net profits. Portfolio managers who are Managing Directors receive an amount determined by the Compensation Committee, based upon an individual’s overall contribution to the firm.

 

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PORTFOLIO MANAGER OWNERSHIP: To the best of our knowledge, based on the information available for the time period ending June 30, 2019, the portfolio managers of the Commodity Returns Strategy Portfolio, the Institutional Value Equity Portfolio and the Institutional Growth Equity Portfolio did not own any shares of those Portfolios.

Parametric Portfolio Associates LLC (“Parametric”.) Parametric serves as a Specialist Manager to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio (the “Portfolios”). Listed below are the portfolio managers responsible for making day-to-day investment decisions for that portion of the Portfolios allocated to Parametric. Messrs. Strohmaier, Li and Zaslavsky are portfolio managers for the Defensive Equity Strategy with respect to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio and provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Messrs. Henne, Talmo and Nelson are portfolio managers for the Liquidity Strategy with respect to the Portfolios and provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Messrs. Lee, Henne, Talmo and Nelson are portfolio managers for the Targeted Strategy with respect to the Portfolios and provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Mr. Seto is the portfolio manager for (i) the Tax-Managed Custom Core Strategy with respect to The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, and The Emerging Markets Portfolio and (ii) the RAFI US Multifactor Strategy with respect to The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio pursuant to a Sub-adviser agreement with PIMCO. Mr. Seto also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts.

DEFENSIVE EQUITY STRATEGY: OTHER ACCOUNTS MANAGED—TOTAL*

 

    

REGISTERED

INVESTMENT

COMPANIES

    

OTHER POOLED

INVESTMENT VEHICLES

     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Jay Strohmaier, CFA

     3      $ 911.57 million        4      $ 7.65 billion        42      $ 5.59 billion  

Perry Li, CFA

     2      $ 327.35 million        4      $ 7.65 billion        42      $ 5.59 billion  

Michael Zaslavsky

     2      $ 327.35 million        4      $ 7.65 billion        42      $ 5.59 billion  

 

*

None of these accounts has an advisory fee based on performance.

Note: Parametric utilizes a team-based approach to portfolio management, and each of the portfolio managers listed are jointly and primarily responsible for the management of a portion of the accounts listed in each category.

LIQUIDITY STRATEGY:

OTHER ACCOUNTS MANAGED—TOTAL*

 

    

REGISTERED

INVESTMENT

COMPANIES

    

OTHER POOLED

INVESTMENT VEHICLES

     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Justin Henne, CFA

     23      $ 709.31 million        0      $ 0        384      $ 35.58 billion  

Clint Talmo, CFA

     0      $ 0        0      $ 0        172      $ 11.24 billion  

Jason Nelson, CFA

     0      $ 0        0      $ 0        172      $ 11.24 billion  

 

*

None of these accounts has an advisory fee based on performance.

 

93


Note: Parametric utilizes a team-based approach to portfolio management, and each of the portfolio managers listed are jointly and primarily responsible for the management of a portion of the accounts listed in each category.

TARGETED STRATEGY:

OTHER ACCOUNTS MANAGED—TOTAL

 

    

REGISTERED

INVESTMENT

COMPANIES

    

OTHER POOLED

INVESTMENT VEHICLES

     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Tom Lee, CFA

     3      $ 862.66 million        6      $ 7.86 billion        798      $ 32.20 billion  

Justin Henne, CFA

     23      $ 709.31 million        0      $ 0        384      $ 35.58 billion  

Clint Talmo, CFA

     0      $ 0        0      $ 0        172      $ 11.24 billion  

Jason Nelson, CFA

     0      $ 0        0      $ 0        172      $ 11.24 billion  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

    

REGISTERED

INVESTMENT

COMPANIES

    

OTHER POOLED

INVESTMENT VEHICLES

     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Tom Lee, CFA

     0      $ 0        0      $ 0        6      $ 981.71 million  

Justin Henne, CFA

     0      $ 0        0      $ 0        0      $ 0  

Clint Talmo, CFA

     0      $ 0        0      $ 0        0      $ 0  

Jason Nelson, CFA

     0      $ 0        0      $ 0        0      $ 0  

Note: Parametric utilizes a team-based approach to portfolio management, and each of the portfolio managers listed are jointly and primarily responsible for the management of a portion of the accounts listed in each category.

TAX-MANAGED CUSTOM CORE STRATEGY:

OTHER ACCOUNTS MANAGED—TOTAL*

 

    

OTHER REGISTERED

INVESTMENT
COMPANIES

    

OTHER POOLED

INVESTMENT
VEHICLES

     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Thomas Seto

     39      $ 26.74 billion        16      $ 3.17 billion        37,211      $ 111.40 billion  

 

*

None of these accounts has an advisory fee based on performance.

RAFI US MULTIFACTOR STRATEGY:

ACCOUNTS MANAGED—TOTAL*

 

94


     REGISTERED
INVESTMENT
COMPANIES
     POOLED
INVESTMENT
VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Thomas Seto

     39      $ 26.74 billion        16      $ 3.17 billion        37,211      $ 111.40 billion  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST. Parametric has a fiduciary obligation to act at all times in the best interests of its clients. It is the responsibility of Parametric’s senior management in conjunction with Compliance to ensure the protection of client assets. Several Parametric policies and procedures are designed to identify real and potential conflicts of interest, and further manage these conflicts of interest. Conflicts of interest may arise when Parametric places its own interests or the interests of its affiliates ahead of its clients’ interests, or when Parametric places the interests of certain clients ahead of other clients’ interests. Parametric regularly monitors and evaluates the nature of its business and other key relationships, including its affiliate relationships, in order to prevent material conflicts with its clients.

Conflicts of interest may arise for individual employees as well. To identify and assess potential conflicts of interest, all employees are required to disclose all external and internal potential conflicts of interest including, but not limited to, outside business activities, related persons employed in the securities industry, board membership, and any key relationships with public companies.

Parametric anticipates that, in appropriate circumstances and consistent with the client’s investment objectives, it will cause accounts over which Parametric has management authority to recommend the purchase or sale of securities in which Parametric and/or its other clients, directly or indirectly, have a position or interest. From time to time, Parametric or its affiliates may also recommend to investment advisory clients or prospective clients the purchase or sale of mutual funds in which Parametric receives a sub-advisory fee. Subject to satisfying Parametric’s Code of Ethics policy and applicable laws, officers, directors and employees of Parametric may trade for their own accounts in securities that are recommended to and/or purchased for their clients.

Parametric’s Code of Ethics is designed to reasonably address conflicts of interest between Parametric and its clients and to ensure that the activities, interests and relationships of employees will not interfere with making decisions in the best interest of advisory clients. Compliance monitors employee trading to reasonably ensure that employees have complied with the restrictions outlined in the Code of Ethics, and to verify that employees are not taking advantage of their inside position.

COMPENSATION. Parametric believes that its compensation packages, which are described below, are adequate to attract and retain high-caliber professional employees. Please note that compensation for investment professionals is not based directly on Fund performance or the assets in the Fund, but rather on the overall performance of responsibilities. In this way, the interests of portfolio managers are aligned with the interests of Fund shareholders without providing incentive to take undue or insufficient investment risk. It also removes a potential motivation for fraud. Violations of Parametric’s policies would be a contributing factor when evaluating an employee’s discretionary bonus.

Compensation Structure

Compensation of investment professionals at Parametric has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual equity-based compensation for eligible employees.

Parametric investment professionals also receive certain retirement, insurance and other benefits that are broadly available to Parametric employees. Compensation of Parametric professionals is reviewed on an annual basis. Stock-based compensation awards and adjustments in base salary and bonuses are typically paid and/or put into effect at or shortly after, the firm’s fiscal year-end, October 31.

The firm also maintains the following arrangements:

 

   

Employment contracts for key investment professionals and senior leadership.

 

   

Employees are eligible for Eaton Vance equity grants that vest over a 5-year period from grant date. The vesting schedule for each grant is 10% in year 1, 15% in year 2, 20% in year 3, 25% in year 4, and 30% in year 5.

 

   

Participation in Parametric equity plans for key employees, reflective of their individual contribution to the firm’s success and tenure at the firm.

 

   

Profit Sharing that vests over a 5-year period from employee’s start date. The vesting schedule for the Profit Sharing is 20% per year from the employee’s start date.

 

95


Method to Determine Compensation

Parametric seeks to compensate investment professionals commensurate with responsibilities and performance while remaining competitive with other firms within the investment management industry.

Salaries, bonuses and stock-based compensation are also influenced by the operating performance of Parametric and its parent company, Eaton Vance Corp. (“EVC”). While the salaries of investment professionals are comparatively fixed, cash bonuses and stock-based compensation may fluctuate from year-to-year, based on changes in financial performance and other factors. Parametric also offers opportunities to move within the organization, as well as incentives to grow within the organization by promotion.

Additionally, Parametric participates in compensation surveys that benchmark salaries against other firms in the industry. This data is reviewed, along with a number of other factors, so that compensation remains competitive with other firms in the industry.

 

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RBC Global Asset Management (UK) Limited (“RBC GAM”). RBC GAM serves as Specialist Manager for The Emerging Markets Portfolio. RBC GAM is a wholly owned subsidiary of Royal Bank of Canada (“RBC”). Philippe Langham, ACA and Laurence Bensafi, CFA, are primarily responsible for the day-to-day management of the portion of the assets of Portfolio allocated to RBC GAM. These individuals also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED—TOTAL*

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Philippe Langham

     2      $ 1,222.2 million        6      $ 6,551.4 million        4      $ 942.1 million  

Laurence Bensafi

     1      $ 4.4 million        2      $ 921.8 million        0      $ 0  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST.

A portfolio manager’s compensation package may give rise to potential conflicts of interest. The management of multiple funds and accounts may give rise to potential conflicts of interest, for example, if the funds and accounts have different objectives, benchmarks, investment horizons and fees, or if they have overlapping objectives, benchmarks and time horizons. A portfolio manager may be required to allocate time and investment ideas across multiple funds and accounts. RBC GAM has adopted policies and procedures designed to address these potential conflicts, including trade allocation policies and a code of ethics.

COMPENSATION.

RBC GAM’s compensation program for investment management personnel is comprised of three elements:

 

   

Base Salary

 

   

Annual Discretionary Bonus

 

   

Profit Sharing Plan(for senior investment staff only)

For junior members of the team (both portfolio managers and analysts) the compensation package comprises of Base Salary and Annual Discretionary Bonus only.

 

   

Annual Discretionary Bonus—All employees who are eligible for discretionary bonus are graded on a scale. This score is a combination of quantitative and qualitative assessments as appropriate. The quantitative component is calculated using an algorithm that tracks results for specific responsibilities in investment management against agreed upon success thresholds. The qualitative component is based on RBC GAM’s review of results produced over the year and the degree to which the individual exhibits attitudes and behaviors consistent with RBC GAM’s reputation, culture and goals, including investment success and growth.

 

   

Profit Sharing Plan (PSP)—Only senior investment staff may be eligible to participate in the PSP. The pool is calculated quarterly as a predetermined percentage of pre-tax earnings. PSP units are reviewed annually and approved by the CIO and CEO at the beginning of each fiscal year. The number of units held by each individual does not normally change during the year.

 

   

Deferral—Consistent with best practices, a portion of the variable compensation (Annual Discretionary Bonus and PSP) for senior staff is subject to a 3-year mandatory deferral. Based on variable compensation thresholds, deferral rates of 25% to 40% apply. This deferral amount is payable at the end of three years, provided the employee remains in good standing with the company.

 

97


Vaughan Nelson Investment Management, L.P.—(“Vaughan Nelson”) serves as a Specialist Manager of The Commodity Returns Strategy Portfolio. Vaughan Nelson is an indirect wholly-owned subsidiary of Natixis Global Asset Management SA, a French investment banking/financial services firm, of which a minority share of ownership is publicly traded on the Euronext exchange in

 

98


Paris. Vaughan Nelson is headquartered at 600 Travis Street, Suite 6300, Houston, Texas 77002. Founded in 1970, Vaughan Nelson has approximately $12.3 billion in assets under management as of June 30, 2019, in equity and fixed income strategies with its fixed income portfolio management team managing $2.6 billion in assets.

Listed below, as of June 30, 2019, are the portfolio managers responsible for making day-to-day investment decisions for The Commodity Returns Strategy Portfolio.

OTHER ACCOUNTS MANAGED—TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Steve Henriksen

     0      $ 0        0      $ 0        114      $ 2,642 million  

Charles Ellis

     0      $ 0        0      $ 0        114      $ 2,642 million  

Blanca Garza-Bianco

     0      $ 0        0      $ 0        114      $ 2,642 million  

Michael Hanna

     0      $ 0        0      $ 0        114      $ 2,642 million  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Steve Henriksen

     0      $ 0        0      $ 0        0      $ 0  

Charles Ellis

     0      $ 0        0      $ 0        0      $ 0  

Blanca Garza-Bianco

     0      $ 0        0      $ 0        0      $ 0  

Michael Hanna

     0      $ 0        0      $ 0        0      $    

CONFLICTS OF INTERESTS.

Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Fund and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees, accounts of affiliated companies and accounts in which the portfolio manager has an interest. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Vaughan Nelson has adopted policies and procedures to mitigate the effects of each of these conflicts.

COMPENSATION.

The compensation program at Vaughan Nelson is designed to align the interests of portfolio management professionals with the interests of clients and Vaughan Nelson by retaining top-performing employees and creating incentives to enhance Vaughan Nelson’s long-term success.

Compensation of portfolio management professionals includes a fixed base salary, a variable bonus and deferral plan and a contribution to the firm’s retirement plan.

 

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All portfolio management professionals (at the discretion of the Compensation Committee of the Vaughan Nelson Board) participate in the variable bonus and deferral plan component which, as a whole, is based upon a percentage of Vaughan Nelson’s net profit. Each portfolio management professional’s participation in the variable bonus and deferral plan is based upon many factors, including but not limited to

 

   

Performance of the strategy managed (both absolute and relative to peers)

 

   

Amount of revenue derived from the strategy managed

 

   

Contribution to the development and execution of the firm’s investment philosophy and process

 

   

Participation and effectiveness in performing client service activities and marketing initiatives

The degree to which any one factor influences participation in the bonus pool will vary between individuals and over time. A portion of the variable bonus is subject to deferral and each participant has the option to invest the deferral into Vaughan Nelson managed product(s) while it vests. Each year’s deferral is paid out over a period of three years. Payments are conditioned upon compliance with non-compete and non-solicitation arrangements.

The contribution to the firm’s retirement plan is based on a percentage (at the discretion of the Vaughan Nelson Board) of total cash compensation (subject to the IRS limits) and such percentage is the same for all firm personnel. Compensation at Vaughan Nelson is determined by the Compensation Committee at the recommendation of the Chief Executive Officer.

There is no distinction for purposes of compensation between the Fund and any other accounts managed.

Wellington Management Company LLP—(“Wellington Management”) services as the Specialist Manager for The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio. Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of June 30, 2019, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1 trillion in assets.

Listed below is the portfolio manager responsible for making day-to-day investment decisions for The Real Estate Securities Portfolio.

Bradford D. Stoesser, Senior Managing Director and Global Industry Analyst of Wellington Management, has served as Portfolio Manager of The Real Estate Securities Portfolio since September 1, 2010. Mr. Stoesser joined Wellington Management as an investment professional in 2005.

Mr. Stoesser also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities, as of June 30, 2019, is set forth below.

THE REAL ESTATE SECURITIES PORTFOLIO

OTHER ACCOUNTS MANAGED—TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
     NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
     NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
 

Bradford D. Stoesser

     3      $ 344.2 million        23      $ 317.2 million        59      $ 1,094 million  

 

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OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
     NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
     NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
 

Bradford D. Stoesser

     0      $ 0        1      $ 19.2 million        7      $ 229.5 million  

Listed below are the portfolio managers responsible for making day-to-day investment decisions for The Commodity Returns Strategy Portfolio.

David A. Chang, CFA is primarily responsible for the day-to-day management of the assets of the Portfolio.

These individuals also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities, as of June 30, 2018, is set forth below.

COMMODITY RETURNS STRATEGY PORTFOLIO

OTHER ACCOUNTS MANAGED—TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

David A. Chang, CFA

     3      $ 47.3 million        23      $ 2,812 million        3      $ 246 million  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

David A. Chang, CFA

     0      $ 0        5      $ 747.8 million        1      $ 60.7 million  

CONFLICTS OF INTERESTS. Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. Each Portfolio’s managers listed in the prospectus who are primarily responsible for the day-to-day management of the Portfolios (“Portfolio Managers”) generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Portfolios. The Portfolio Managers make investment decisions for each account, including each Portfolio, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Portfolio Managers may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant Portfolio and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant Portfolio.

 

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A Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the relevant Portfolio, or make investment decisions that are similar to those made for the relevant Portfolio, both of which have the potential to adversely impact the relevant Portfolio depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, a Portfolio Manager may purchase the same security for the relevant Portfolio and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the relevant Portfolio’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Portfolios. Messrs. Chang and Stoesser also manage accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Portfolio Managers. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management 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 for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

COMPENSATION. Wellington Management receives a fee based on the assets under management of each Portfolio as set forth in the Investment Subadvisory Agreements between Wellington Management and HC Capital Trust on behalf of each Portfolio. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to each Portfolio. The following information is as of June 30, 2019.

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management’s compensation of each Portfolio’s managers listed in the prospectus who are primarily responsible for the day-to-day management of the Portfolios (“Portfolio Managers”) includes a base salary and incentive components. The base salary for each Portfolio Manager who is a partner (a “Partner”) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP. The base salaries for the other Portfolio Managers are determined by the Portfolio Managers’ experience and performance in their roles as a Portfolio Manager. Base salaries for Wellington Management’s employees are reviewed annually and may be adjusted based on the recommendation of a Portfolio Manager’s manager, using guidelines established by Wellington Management’s Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm. Each Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Portfolio managed by the Portfolio Manager and generally each other account managed by such Portfolio Manager. Each Portfolio Manager’s incentive payment relating to the relevant Portfolio is linked to the gross pre-tax performance of the portion of the Portfolio managed by the Portfolio Manager compared to the benchmark index and/or peer group identified below over one, three and five year periods, with an emphasis on five year results. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by these Portfolio Managers, including accounts with performance fees.

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Managers may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Messrs. Chang and Stoesser are Partners.

 

102


Portfolio

  

Benchmark Index and/or Peer Group for Incentive Period

Commodity Returns Strategy Portfolio—Commodities    S&P GSCI Commodity Equal Sector Weighted Index
Commodity Returns Strategy Portfolio—Global Natural Resources    MSCI World Paper & Forest Products (10%), MSCI World Metals & Mining (30%) and MSCI World Energy (60%) until 4/30/2015; effective 5/1/2015, MSCI All-Country World Energy Index (65%) and MSCI All-Country World Metals & Mining Index (35%)
Real Estate Securities Portfolio    Dow-Jones U.S. Select Real Estate Securities Index

Western Asset Management Company, LLC (“WAMCO”) WAMCO serves as a Specialist Manager for The Fixed Income Opportunity Portfolio. S. Kenneth Leech, Ian Justice, Harris Trifon and Greg Handler are responsible for making day-to-day investment decisions for the portion of the Portfolio allocated to WAMCO. Messrs. Leech, Justice, Trifon and Handler also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

 

103


OTHER ACCOUNTS MANAGED—TOTAL*

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

S. Kenneth Leech

     106      $ 167,391 million        255      $ 80,071 million        593      $ 202,545 million  

Greg E. Handler

     3      $ 3,869 million        14      $ 3,647 million        11      $ 445 million  

Ian Justice

     0      $ 0        0      $ 0        1      $ 83  

Harris Trifon

     3      $ 3,869        14      $ 3,647        11      $ 445  

OTHER ACCOUNTS MANAGED—OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

S. Kenneth Leech

     0      $ 0        7      $ 1,541 million        28      $ 13,026 million  

Greg E. Handler

     0      $ 0        2      $ 133        2      $ 139 million  

Ian Justice

     0      $ 0        0      $ 0        0      $ 0  

Harris Trifon

     0      $ 0        2      $ 133        2      $ 139  

CONFLICTS OF INTEREST. WAMCO has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Advisers or an affiliate has an interest in the account. The Firm has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis to ensure that no conflict of interest occurs. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the Adviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Firm may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. WAMCO’s team approach to portfolio management and block trading approach works to limit this potential risk.

The Firm also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimus value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

 

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Employees of the Firm have access to transactions and holdings information regarding client accounts and the Firm’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Firm maintains a Code of Ethics that is compliant with Rule 17j-1 and Rule 204A-1 to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Firm’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Firm’s compliance monitoring program.

WAMCO may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Firm also maintains a compliance monitoring program and engages independent auditors to conduct a SSAE16/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.

COMPENSATION. At WAMCO, one compensation methodology covers all products and functional areas, including portfolio managers. The Firm’s philosophy is to reward its employees through Total Compensation. Total Compensation is reflective of the external market value for skills, experience, ability to produce results, and the performance of one’s group and the Firm as a whole.

Discretionary bonuses make up the variable component of total compensation. These are structured to reward sector specialists for contributions to the Firm as well as relative performance of their specific portfolios/product and are determined by the professional’s job function and performance as measured by a formal review process.

For portfolio managers, the formal review process includes a thorough review of portfolios they were assigned to lead or with which they were otherwise involved, and includes not only investment performance, but maintaining a detailed knowledge of client portfolio objectives and guidelines, monitoring of risks and performance for adherence to these parameters, execution of asset allocation consistent with current Firm and portfolio strategy, and communication with clients. In reviewing investment performance, one, three, and five year annualized returns are measured against appropriate market peer groups and to each fund’s benchmark index.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. As noted in the Prospectus, each Portfolio will distribute substantially all of its net investment income and net realized capital gains, if any. The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization – Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Fixed Income Opportunity Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio and the Catholic SRI Growth Portfolio will declare and distribute dividends from net investment income on a quarterly basis. The International Equity Portfolio and The Institutional International Equity Portfolio will declare dividends semi-annually. The Emerging Markets Portfolio will declare dividends annually. Income dividends on each of the Income Portfolios are paid monthly. Capital gains for all Portfolios, if any, are distributed at least annually. The Trust expects to distribute any undistributed net investment income and capital gains for the 12-month period ended each October 31, on or about December 31 of each year.

[To be updated by Stradley tax] TAX INFORMATION. The following summarizes certain additional tax considerations generally affecting the Portfolios and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Portfolios or their shareholders, and the discussions here and in the Prospectus are not intended as a substitute for careful tax planning. Potential investors should consult their tax advisor with specific reference to their own tax situations.

The discussions of the federal tax consequences in the Prospectus and this Additional Statement are based on the Internal Revenue Code and the laws and regulations issued thereunder as in effect on the date of this Additional Statement. Future legislative or administrative changes or court decisions may significantly change the statements included herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein.

TAX TREATMENT OF THE PORTFOLIOS. Each Portfolio of the Trust will be treated as a separate corporate entity under the Code and intends to elect and qualify each year as a RIC. A Portfolio that qualifies as a RIC under Subchapter M of the Code will not be subject to federal income taxes on the net investment income and net realized capital gains that the Portfolio timely distributes to the Portfolio’s shareholders, provided that for each tax year, a Portfolio (i) meets the requirements to be treated as a RIC (as discussed below) and (ii) distributes an amount at least equal to the sum of 90% of the Portfolio’s investment company taxable income for such year (including, for this purpose, the excess of net realized short-term capital gains over net long-term capital losses) computed without regard to the dividends-paid deduction and 90% of its net tax-exempt income for such year (the “Distribution Requirement”). The first requirement for RIC qualification is that the Portfolio must receive at least 90% of the Portfolio’s gross income each year from “qualifying income” (the “90% Test”). Qualifying income includes dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income derived with respect to the Portfolio’s

 

105


business of investing in stock, securities, and foreign currencies, and net income derived from interests in qualified publicly traded partnerships. Income and gains from transactions in commodities such as precious metals and minerals will not qualify as income from “securities” for purposes of the 90% Test. A second requirement for qualification as a RIC is that a Portfolio must diversify its holdings so that, at the end of each quarter of the Portfolio’s taxable year: (a) at least 50% of the market value of the Portfolio’s total assets is represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities, with these other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Portfolio’s total assets or 10% of the outstanding voting securities of such issuer; and (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers which the Portfolio 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 (the “Asset Test”).

If a Portfolio fails to satisfy the 90% Test or the Asset Test in any taxable year, the Portfolio may be eligible for relief provisions if the failure is due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to the failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the Asset Test where a Portfolio corrects the failure within a specified period of time. In order to be eligible for the relief provisions with respect to a failure to meet the Asset Test, a Portfolio may be required to dispose of certain assets. If these relief provisions were not available to a Portfolio and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income would be subject to tax at the applicable corporate income tax rate without any deduction for distributions to shareholders. Under such circumstances, Portfolio distributions (including capital gains distributions) generally would be taxable as ordinary income dividends to its shareholders, subject to the dividends-received deduction for corporate shareholders and lower tax rates on qualified dividend income received by noncorporate shareholders, if certain requirements are met. To requalify for treatment as a RIC in a subsequent taxable year, the Portfolio would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Portfolio failed to qualify for tax treatment as a RIC. If a Portfolio fails to qualify as a RIC for a period longer than two taxable years, it would generally be required to pay a Portfolio -level tax on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within ten years of qualifying as a RIC in a subsequent year.

If a Portfolio meets the Distribution Requirement but retains some or all of its income or gains, it will be subject to federal income tax to the extent any such income or gains are not distributed (less any available capital loss carryovers). The Portfolio may designate certain amounts retained as undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the Portfolio on that undistributed amount against their federal income tax liabilities and to claim refunds to the extent such credits exceed their liabilities and (iii) will be required to increase their tax basis, for federal income tax purposes, in their shares in the Portfolio by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over their respective income tax credits.

The Portfolio may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Portfolio’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing Portfolio distributions for any calendar year (see “Tax Treatment of Distributions” below). A “qualified late year loss” includes: (i) any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (“post-October capital losses”), and (ii) the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year. The terms “specified losses” and “specified gains” mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company for which a mark-to-market election is in effect. The terms “ordinary losses” and “ordinary income” mean other ordinary losses and income that are not described in the preceding sentence.

Each Portfolio will generally be subject to a nondeductible 4% federal excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year an amount at least equal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income, for the one-year period ending on October 31 of such year, plus certain other amounts. Each Portfolio intends to make sufficient distributions, or deemed distributions, to avoid imposition of the excise tax but can make no assurances that all such tax liability will be eliminated.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, a Portfolio may carry net capital losses from any taxable year forward to offset capital gains in future years. Unused net capital loss carryforwards that arose in tax years that began on or before December 22, 2010 (“Pre-2011 Losses”) are available to be applied against future capital gains, if any, realized by the Portfolio

 

106


prior to the expiration of the carryforwards. If a Portfolio has a net capital loss for a taxable year beginning after December 22, 2010 (a “Post-2010 Loss”), the excess of the Portfolio’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of such Portfolio’s next taxable year, and the excess (if any) of the Portfolio’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Portfolio’s next taxable year. Post-2010 Losses can be carried forward indefinitely to offset capital gains, if any, in years following the year of the loss, and such carryforwards must be utilized before the Portfolio can utilize carryforwards of Pre-2011 Losses. Generally, the Portfolio may not carry forward any losses other than net capital losses. Under certain circumstances, the Portfolio may elect to treat certain losses as though they were incurred on the first day of the taxable year immediately following the taxable year in which they were actually incurred.

Each Portfolio intends to distribute substantially all its net investment income and net realized capital gains to shareholders, at least annually. The distribution of net investment income and net realized capital gains will be taxable to Portfolio shareholders regardless of whether the shareholder elects to receive these distributions in cash or in additional shares.

TAX TREATMENT OF DISTRIBUTIONS. The Portfolio receives ordinary income generally in the form of dividends and/or interest on its investments. The Portfolio may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Portfolio, constitutes the Portfolio’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Portfolio’s earnings and profits and a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.

The Portfolio may derive capital gain and loss in connection with sales or other dispositions of its portfolio securities. Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions paid from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Portfolio. Any net short-term or long-term capital gain realized by the Portfolio (net of any capital loss carryovers) generally will be distributed once each year and may be distributed more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Portfolio.

Ordinary income dividends reported by the Portfolio to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain provided certain holding period requirements are met. Income derived from investments in derivatives, fixed income securities, U.S. REITs, PFICs, and income received “in lieu of” dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Portfolio is equal to or greater than 95% of the Portfolio’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Portfolio will be qualifying dividend income.

Distributions by the Portfolio that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder’s tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholder’s tax basis in his Portfolio shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Portfolio shares. Return of capital distributions can occur for a number of reasons including, among others, the Portfolio over-estimates the income to be received from certain investments such as those classified as partnerships or equity real estate investment trusts.

For corporate shareholders, a portion of the dividends paid by the Portfolio may qualify for the 50% corporate dividends-received deduction. The portion of dividends paid by the Portfolio that so qualifies will be reported by the Portfolio to shareholders each year and cannot exceed the gross amount of dividends received by the Portfolio from U.S. corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Portfolio and the investor. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in alternative minimum taxable income calculation. (Under the TCJA, corporations are no longer subject to the alternative minimum tax for taxable years of the corporation beginning after December 31, 2017.) Income derived by the Portfolio from investments in derivatives, fixed income and foreign securities generally is not eligible for this treatment.

TAX TREATMENT OF CERTAIN DEBT INSTRUMENTS. Gain recognized on the disposition of a debt obligation purchased by a portfolio 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 the market discount that accrued during the period of time the portfolio held the debt obligation unless the portfolio made a current inclusion election to accrue market discount into income as it accrues. (The TCJA requires certain taxpayers to recognize items of gross income for tax purposes in the year in which the taxpayer recognizes the income for financial accounting purposes. For financial accounting purposes, market discount must be accrued currently on a constant yield to maturity basis regardless of whether a current inclusion election is made. While the exact scope of this provision is not known at this time, it could cause a portfolio to recognize

 

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income earlier for tax purposes than would otherwise have been the case prior to the enactment of the TCJA.) If a portfolio purchases a debt obligation (such as a zero-coupon security or payment-in-kind security) that was originally issued at a discount, the portfolio generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a portfolio’s investment in such securities may cause the portfolio to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a portfolio may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of portfolio shares.

Tax rules are not entirely clear about issues such as whether and to what extent a portfolio should recognize market discount on a debt obligation, when a portfolio may cease to accrue interest, original issue discount or market discount, when and to what extent a portfolio may take deductions for bad debts or worthless securities and how a portfolio should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a portfolio in order to ensure that it distributes sufficient income to preserve its status as a RIC.

Adjustments for inflation to the principal amount of an inflation-protected U.S. Treasury bond held by a portfolio may be included for tax purposes in the portfolio’s gross income, even though no cash attributable to such gross income has been received by the portfolio. In such event, the portfolio may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the portfolio may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the portfolio and additional capital gain distributions to portfolio shareholders. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by a portfolio may cause amounts previously distributed in the taxable year as income to be characterized as a return of capital.

TAX MATTERS RELATING TO THE USE OF CERTAIN HEDGING INSTRUMENTS AND FOREIGN INVESTMENTS. Certain of the Portfolios may write, purchase or sell certain options, futures and foreign currency contracts. Such transactions are subject to special tax rules that may affect the amount, timing and character of distributions to shareholders. Unless a Portfolio is eligible to make, and makes, a special election, any such contract that is a “Section 1256 contract” will be “marked-to-market” for Federal income tax purposes at the end of each taxable year, i.e., each contract will be treated for tax purposes as though it had been sold for its fair market value on the last day of the taxable year. In general, unless the special election referred to in the previous sentence is made, gain or loss from transactions in Section 1256 contracts will be 60% long-term and 40% short-term capital gain or loss. Additionally, Section 1092 of the Code, which applies to certain “straddles,” may affect the tax treatment of income derived by a Portfolio from transactions in option, futures and foreign currency contracts. In particular, under this provision, a Portfolio may, for tax purposes, be required to postpone recognition of losses incurred in certain closing transactions. Section 988 of the Code contains special tax rules applicable to certain foreign currency transactions that may affect the amount, timing, and character of income, gain or loss recognized by the Trust.

Under these rules, foreign exchange gain or loss realized with respect to foreign currency-denominated debt instruments, foreign currency forward contracts, foreign currency-denominated payables and receivables, and foreign currency options and futures contracts (other than options, futures, and foreign currency contracts that are governed by the mark-to-market and 60%-40% rules of Section 1256 of the Code and for which no election is made) is treated as ordinary income or loss.

Under the Code, dividends or gains derived by a Portfolio from any investment in a “passive foreign investment company” or “PFIC”—a foreign corporation 75% or more of the gross income of which consists of interest, dividends, royalties, rents, annuities or other “passive income” or 50% or more of the assets of which produce “passive income”—may subject a Portfolio to U.S. federal income tax even with respect to income distributed by the Portfolio to its shareholders. In order to address the tax consequences described above, those Portfolios authorized to invest in foreign securities will report investments in PFICs, or will elect mark-to-market or flow-through treatment for PFIC investments which will in many cases require the Portfolios to recognize ordinary income each year with respect to those investments.

The tax principles applicable to transactions in financial instruments and futures contracts and options that may be engaged in by a Portfolio, and investments in PFICs, are complex and, in some cases, uncertain. Such transactions and investments may cause a Portfolio to recognize taxable income prior to the receipt of cash, thereby requiring the Portfolio to liquidate other positions, or to borrow money, so as to make sufficient distributions to shareholders to avoid portfolio-level tax.

TAX TREATMENT OF COMMODITY-LINKED STRUCTURED NOTES. The status of commodity-linked structured notes under tests to qualify as a RIC under the Code is not certain. As described above, in order to qualify for the special tax treatment accorded RICs and their shareholders, a Portfolio must satisfy the 90% Test and derive at least 90% of its income from qualifying income. The Commodity Returns Strategy Portfolio has received a private letter ruling from the IRS confirming that the income and gain arising from certain types of commodity-linked notes in which the Portfolio invests constitute “qualifying income” under the Code. However, in September 2016, the IRS announced that it would no longer issue private letter rulings on questions relating to the treatment of a

 

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corporation as a regulated investment company that require a determination of whether a financial instrument or position is a security under section 2(a)(36) of the 1940 Act. (A financial instrument or position that constitutes a security under section 2(a)(36) of the 1940 Act generates qualifying income for a corporation taxed as a regulated investment company.) This caused the IRS to revoke any rulings, like the Portfolio’s ruling, that required such a determination. The portion of the Portfolio’s ruling relating to its investment in commodity-linked notes was revoked by the IRS retroactively to the date of its issuance because the Portfolio did not invest in any commodity-linked notes in reliance on the ruling at the Portfolio level. If the commodity-linked instruments in which the Portfolio invests are not regarded as producing qualifying income, then the Portfolio would fail to qualify as a RIC. In lieu of potential disqualification, the Portfolio is permitted to pay a tax for certain failures to satisfy the 90% Test, which, in general, are limited to those due to reasonable cause and not willful neglect.

TAX TREATMENT OF SHARES OF THE SUBSIDIARIES. Certain income from commodity-linked swaps and certain other commodity-linked derivatives does not constitute qualifying income for purposes of the 90% Test described above, meaning that the Portfolio may not receive more than 10% of its gross income from direct investments in such instruments. However, The Commodity Returns Strategy Portfolio has received a private letter ruling from the IRS confirming that income derived from the Portfolio’s investment in the Subsidiaries will constitute qualifying income to the Portfolio. If income derived from the Portfolio’s investment in its Subsidiaries were not considered to be qualifying income, the Portfolio would fail to qualify as a RIC.

The Subsidiaries will be treated as controlled foreign corporations (“CFCs”). The Commodity Returns Strategy Portfolio will be treated as a “U.S. Shareholder” of the Subsidiaries. As a result, the Portfolio will be required to include in gross income for U.S. federal income tax purposes all of its Subsidiaries’ “Subpart F income,” whether or not such income is distributed by the Subsidiaries. In September 2016, the IRS issued proposed regulations that would require a wholly-owned subsidiary that is treated as a CFC, such as the Subsidiaries, to distribute its Subpart F income (defined in Section 951 of the Code to include passive income such as income from commodity-linked derivatives) each year in order for a RIC to treat that income as satisfying the 90% Test. It is expected that all of the Subsidiaries’ income will be “Subpart F income.” The Portfolio’s recognition of the Subsidiaries’ “Subpart F income” will increase such Portfolio’s tax basis in its Subsidiaries. Distributions by the Subsidiaries to the Portfolio will be tax-free, to the extent of its previously undistributed “Subpart F income,” and will correspondingly reduce the Portfolio’s tax basis in its Subsidiaries. “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiaries’ underlying income, and will not be qualified dividend income eligible for taxation at long-term capital gain rates. If a net loss is realized by the Subsidiaries, such loss is not generally available to offset the income earned by the Portfolio.

In addition, to qualify for the special tax treatment accorded RICs and their shareholders, a Portfolio must satisfy several diversification requirements, including the Asset Test, described above. In order to satisfy the Asset Test, The Commodity Returns Strategy Portfolio may not invest more than 25% of the value of its assets in the Subsidiaries. Absent this requirement, the Portfolio would be permitted to invest more than 25% of the value of its assets in the Subsidiary.

On the basis of current law and practice, the Subsidiaries will not be liable for income tax in the Cayman Islands. Distributions by the Subsidiaries to the Portfolio will not be subject to withholding tax in the Cayman Islands. In addition, the Subsidiaries’ investment in commodity-linked derivatives and other assets held as collateral are anticipated to qualify for a safe harbor under Code Section 864(b) so that the Subsidiaries will not be treated as conducting a U.S. trade or business. Thus, the Subsidiaries should not be subject to U.S. federal income tax on a net basis. However, if certain of the Subsidiaries’ activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of the Subsidiaries may constitute a U.S. trade or business, or be taxed as such.

In general, a foreign corporation, such as the Subsidiaries, that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (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, subject to certain exemptions, including among others, exemptions for capital gains, portfolio interest and income from notional principal contracts. It is not anticipated that the Subsidiaries will be subject to material amounts of U.S. withholding tax on its portfolio investments. Each Subsidiary intends to properly certify its status as a non-U.S. person to each custodian and withholding agent to avoid U.S. backup withholding requirements and to qualify for an exemption under Chapter 4 of the Code to avoid U.S. withholding tax under the Foreign Account Tax Compliance Act.

INVESTMENTS IN REAL ESTATE INVESTMENT TRUSTS. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a portfolio will be treated as long-term capital gains by the portfolio and, in turn, may be distributed by the portfolio to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. An equity U.S. REIT, and in turn a Portfolio, may distribute excess cash to shareholders in the form of a return of capital distribution. Any return of capital will reduce a shareholder’s tax basis in portfolio shares and, to the extent such basis is exceeded, will generally give rise to capital gains. If a U.S. REIT fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at the applicable corporate income tax rate and the dividends would be taxable to shareholders, like the Portfolio, as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits.

 

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An investment by a Portfolio in a non-U.S. REIT may subject the Portfolio, directly or indirectly, to corporate taxes, withholding taxes (which may be reduced or eliminated under certain tax treaties), transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. A portfolio’s pro rata share of any such taxes will reduce the portfolio’s return on its investment. A portfolio’s investment in a non-U.S. REIT may be considered an investment in a PFIC. Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties.

The Real Estate Securities Portfolio may invest in REITs that hold residual interests in real estate mortgage investment conduits (“REMICs”) or which are, or have certain wholly-owned subsidiaries that are “taxable mortgage pools”. Under Treasury regulations that have not yet been issued, but may apply retroactively, a portion of the Portfolio’s income from a REIT that is attributable to the REIT’s residual interest in a REMIC or, possibly, equity interests in a taxable mortgage pool (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. These regulations are also expected to provide that excess inclusion income of a RIC, such as The Real Estate Securities Portfolio, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses, (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) 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 foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (such as a government or governmental agency, a tax-exempt organization not subject to UBIT and certain other organizations) is a record holder of a share in a RIC, then the RIC will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the applicable corporate income tax rate. The Specialist Manager does not intend to invest a substantial portion of The Real Estate Securities Portfolio’s assets in REITs which generate excess inclusion income.

Typically, shareholders in the Portfolio will receive a statement that shows the tax status of distributions you received the previous year. The Portfolio may at times find it necessary to reclassify income after it issues shareholder’s tax information reporting statement. This can result from rules in the Code that effectively prevent regulated investment companies such as the Trust from ascertaining with certainty until after the calendar year end the final amount and character of distributions the Portfolio has received on its investments, particularly in REITs, during the prior calendar year. Prior to issuing statements, the Trust makes every effort to identify reclassifications of income to reduce the number of corrected forms mailed to shareholders. The Portfolio may obtain an extension of time, of up to one month, to send shareholders in the Portfolio shareholder’s original tax information reporting statement in order to ascertain that the tax status of distributions received are correctly categorized; or the Portfolio will send affected shareholders corrected tax information reporting statement to reflect reclassified information after the Portfolio’s fiscal year end.

SALES OF SHARES. Upon the disposition of shares of a Portfolio (whether by redemption or sale), a shareholder may realize a gain or loss. Such gain or loss will be capital gain or loss if the shares are capital assets in the shareholder’s hands, and will be long-term or short-term generally depending upon the shareholder’s holding period for the shares. Any loss realized on a disposition will be disallowed to the extent the shares disposed of are replaced within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder with respect to such shares. Additionally, any loss realized upon the sale or exchange of Portfolio shares with a tax holding period of six months or less may be disallowed to the extent of any distributions treated as exempt interest dividends with respect to such shares. If a Portfolio redeems a shareholder in-kind rather than in cash, the shareholder would realize the same gain or loss as if the shareholder had been redeemed in cash. Further, the shareholder’s basis in the securities received in the in-kind redemption would be the securities’ fair market value on the date of the in-kind redemption.

The Portfolio will report gains and losses realized on redemptions of shares for shareholders who are individuals and S corporations purchased after January 1, 2012 to the IRS. This information will also be reported to you on Form 1099-B and the IRS each year. In calculating the gain or loss on redemptions of shares, the average cost method will be used to determine the cost basis of the Portfolio shares purchased after January 1, 2012 unless you instruct the Portfolio in writing that you want to use another available method for cost basis reporting (for example, First In, First Out (“FIFO”), Last In, First Out (“LIFO”), Specific Lot Identification (“SLID”) or High Cost, First Out (“HIFO”)). If you designate SLID as your cost basis method, you will also need to designate a secondary cost basis method (Secondary Method). If a Secondary Method is not provided, the Portfolio will designate FIFO as the Secondary Method and will use the Secondary Method with respect to systematic withdrawals made after January 1, 2012. Your cost basis election method will be applied to all Portfolio positions for all of your accounts, as well as to all future Portfolio added, unless otherwise indicated by you.

 

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Mutual fund shares acquired prior to January 1, 2012 are not covered by cost basis regulations. When available, average cost will be reported to investors who will be solely responsible for calculating and reporting gains and losses realized on the sale of non-covered securities. This information is not reported to the IRS. All non-covered shares will be depleted before the covered shares, starting with the oldest shares first.

When transferring the ownership of covered shares, you must provide account information for the recipient/account receiving shares and the reason the transfer is taking place (i.e., re-registration, inheritance through death, or gift). If a reason is not provided, the transfer will be defaulted as a transfer due to gift. If the recipient’s existing account or new account will use the Average Cost accounting method, they must accept the shares being transferred at fair market value on the date of the gift or settlement if the shares should be transferred at a loss. For transfers due to Inheritance on accounts with Joint Tenants with Rights of Survivorship (“JWROS”), unless you instruct us otherwise by indicating the ownership percentage of each party, the shares will be split equally with the basis for the decedent’s portion determined using the fair market value of the date of death and the other portions maintaining the current cost basis.

The Portfolios are also required to report gains and losses to the IRS in connection with the redemptions of shares by S corporations purchased after January 1, 2012. If a shareholder is a corporation and has not instructed the Portfolio that it is a C corporation in its account application or by written instruction, the Portfolio will treat the shareholder as an S corporation and file a Form 1099-B.

FOREIGN SHAREHOLDERS. The United States imposes a flat 30% withholding tax (or a withholding tax at a lower treaty rate) on U.S. source dividends, including on income dividends paid to you by the Portfolio. Exemptions from this U.S. withholding tax are provided for: (a) capital gain dividends reported by the Portfolio to shareholders as such and paid by the Portfolio from its net long-term capital gains, other than long-term capital gains realized on the disposition of U.S. real property interest as discussed below (unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year), (b) short-term capital gain dividends reported by the Portfolio to shareholders as such and paid by the Portfolio from its net short-term capital gains, other than short-term capital gains realized on disposition of U.S. real property interest, and (c) interest-related dividends reported by the Portfolio to shareholders as such and paid from its qualified net interest income from U.S. sources.

However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Portfolio shares, will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.

Ordinary dividends paid by the Portfolio to non-U.S. investors on the income earned on portfolio investments in (i) the stock of domestic and foreign corporations and (ii) the debt of foreign issuers continue to be subject to U.S. withholding tax. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them. If the income from the Portfolio is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Portfolio will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.

The Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) makes non-U.S. persons subject to U.S. tax on disposition of a U.S. real property interest (“USRPI”) as if he or she were a U.S. person. The Real Estate Securities Portfolio may invest in equity securities of corporations that invest in USRPI, including U.S. REITs, which may trigger FIRPTA gain to the Portfolio’s non-U.S. shareholders and may require the non-U.S. shareholder to file a U.S. tax return. Because the Portfolio expects to invest less than 50% of its assets at all times, directly or indirectly, in USRPI, the Portfolio expects that neither gain on the sale or redemption of Portfolio shares nor Portfolio dividends and distributions would be subject to FIRPTA reporting and tax withholding.

SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISOR REGARDING ANY UNITED STATES FEDERAL TAX CONSEQUENCES OF HOLDING SHARES IN THE PORTFOLIOS IN LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES AS WELL AS ANY FOREIGN, STATE AND LOCAL, WITHHOLDING OR OTHER TAX CONSEQUENCES THAT MAY ARISE AS A RESULT OF HOLDING SHARES IN A PORTFOLIO.

 

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HISTORY OF THE TRUST AND OTHER INFORMATION

The Trust was organized as a Delaware statutory trust on December 15, 1994, and is registered with the SEC as an open-end, series, management investment company. The Trust currently offers shares of twenty-two investment portfolios, each with a different objective and differing investment policies. Each Portfolio is diversified, as that term is defined in the Investment Company Act. The Trust may organize additional investment portfolios in the future. The Trust is authorized to issue an unlimited number of shares, each with a par value of $.001. Under the Trust’s Amended and Restated Declaration of Trust, the Board has the power to classify or reclassify any unissued shares from time to time. Each share of the respective Portfolios represents an equal proportionate interest in that Portfolio. Each share is entitled to one vote for the election of Trustees and any other matter submitted to a shareholder vote. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of the Trust may elect all of the Trustees. Shares of the Trust do not have preemptive or conversion rights and, when issued for payment as described in the Prospectus, shares of the Trust will be fully paid and non-assessable.

The Trust is authorized to issue two classes of shares in each of its Portfolios. HC Strategic Shares and HC Advisors Shares have identical rights and preferences. The differences between the two classes is that each has established a separate CUSIP number, which aids those investment managers whose clients purchase shares of the Trust in tracking information relating to their clients’ accounts, and the HC Advisors Shares have service fees not applicable to the HC Strategic Shares.

As a Delaware statutory trust, the Trust is not required, and currently does not intend, to hold annual meetings of shareholders except as required by the Investment Company Act or other applicable law. The Investment Company Act requires initial shareholder approval of each of the investment advisory agreements, election of Trustees and, if the Trust holds an annual meeting, ratification of the Board’s selection of the Trust’s independent registered public accounting firm. As noted elsewhere in this SAI, however, the Trust has received an exemptive order from the SEC that allows it, under certain circumstances, to enter into investment advisory agreements with Specialist Managers without submitting such agreements to shareholders for approval. Under certain circumstances, the law provides shareholders with the right to call for a meeting of shareholders to consider the removal of one or more Trustees. To the extent required by law, the Trust will assist in shareholder communications in such matters.

CONTROL PERSONS AND PRINCIPAL SECURITY HOLDERS. The table below shows the name and address of record of each person known to the Trust to hold, as of record or beneficially, 5% or more of shares of the Trust as of October [ ], 2019. Persons who owned of record or beneficially more than 25% of a Portfolio’s outstanding shares may be deemed to control the Portfolio within the meaning of the 1940 Act. The nature of ownership for each position listed is “Record” unless otherwise indicated. Hirtle Callaghan & Co., LLC (of which the Adviser is a division) may be deemed to have, or share, investment and/or voting power with respect to more than 50% of the shares of the Trust’s Portfolios, with respect to which shares Hirtle Callaghan & Co., LLC disclaims beneficial ownership.

[To be updated in 485b filing]

 

Portfolio/Shareholder    No. of Shares     

Percent of the HC Advisors

Shares Total Assets Held

by the Shareholder

 

THE VALUE EQUITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     28,598.566        100.00

THE INSTITUTIONAL VALUE EQUITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     24,619.863        100.00

THE GROWTH EQUITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     32,794.158        100.00

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     24,277.544        100.00

 

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Portfolio/Shareholder    No. of Shares     

Percent of the HC Advisors

Shares Total Assets Held

by the Shareholder

 

THE SMALL CAPITALIZATION—MID CAPITALIZATION EQUITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     3,405.397        100.00

THE INSTITUTIONAL SMALL CAPITALIZATION—MID CAPITALIZATION EQUITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     3,085.376        100.00

THE COMMODITY RETURNS STRATEGY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     44,721.145        100.00

THE ESG GROWTH PORTFOLIO

     

HIRTLE CALLAGHAN & CO LLC

     

300 BARR HARBOR DRIVE

     

FIVE TOWER BRIDGE

     

WEST CONSHOHOCKEN PA 19428

     108.729        100.00

THE INTERNATIONAL EQUITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     132,013.131        100.00

THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     77,330.530        100.00

THE EMERGING MARKETS PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     51,896.092        100.00

THE CORE FIXED INCOME PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     53,242.353        100.00

THE FIXED INCOME OPPORTUNITY PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     19,503.194        100.00

THE INFLATION PROTECTED SECURITIES PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

     

NEWPORT OFFICE CENTER III 5TH FLOOR

     

499 WASHINGTON BOULEVARD

     

JERSEY CITY NJ 07310

     107.802        100.00

 

113


Portfolio/Shareholder    No. of Shares     

Percent of the HC Advisors

Shares Total Assets Held

by the Shareholder

 

THE INTERMEDIATE TERM MUNICIPAL BOND PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     77,736.678.        100.00

THE INTERMEDIATE TERM MUNICIPAL BOND II PORTFOLIO

     

LEBCITCO

     

PO BOX 59

     

LEBANON OH 45036-0059

     19,672.332        100.00

THE CATHOLIC SRI GROWTH PORTFOLIO

     

HIRTLE CALLAGHAN & CO LLC

     

300 BARR HARBOR DRIVE

     

FIVE TOWER BRIDGE

     

WEST CONSHOHOCKEN PA 19428

     113.012        100.00

POTENTIAL CONFLICTS OF INTEREST. The Trust, the Adviser and each of the Trust’s Specialist Managers, as well as the Trust’s principal underwriter, have adopted codes of ethics (each, a “17j-1 Code”) under Rule 17j-1 under the Investment Company Act. The 17j-1 Code adopted by each of these entities governs the manner and extent to which certain persons associated with that entity may invest in securities for their own accounts (including securities that may be purchased or held by the Trust). The 17j-1 Codes are on public file with, and are available from, the SEC’s Public Reference Room in Washington, D.C.

PROXY VOTING

The Trust has adopted Proxy Voting Policies and Procedures (the “Policy”) in accordance with Rule 30b1-4 under the Investment Company Act. The Policy is predicated on the notion that decisions with respect to proxy voting are an integral part of the investment management process and that the voting of proxies is an integral part of the services provided to each of those Portfolios of the Trust that invest primarily in equity securities (the “Equity Portfolios” and the “Institutional Equity Portfolios”) by their Specialist Managers. Accordingly, the Policy delegates to the Specialist Managers that serve the Equity Portfolios and the Institutional Equity Portfolios the responsibility for voting proxies received by the respective Portfolios in a manner that is designed to maximize the value of the shareholders’ interest. The following table provides a summary of the proxy voting policies and procedures adopted by each such Specialist Manager.

It is qualified by the full policy of each Specialist Manager, each of which is available upon request. Information on how the Portfolios voted proxies relating to portfolio securities during the 12-month period ended June 30, 2017 is available (1) without charge, upon request, by calling 1-800-242-9596, and (2) on the SEC’s website at http://www.sec.gov.

 

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Agincourt Capital Management, LLC (“Agincourt”)

Agincourt Capital Management is focused on managing fixed income assets and rarely has the occasion to vote proxies. It is Agincourt’s policy to vote solely in the interests of plan participants and beneficiaries and for the exclusive purpose of providing economic benefits to them if a proxy vote is required, and the voting rights have not been reserved by the plan fiduciary.

If a proxy that is to be voted by Agincourt is received, it is logged and the materials are then distributed to Agincourt’s Management Team for the specific vote. Upon receipt of their decisions, Agincourt’s Chief Compliance Officer will log the rationales, and vote the proxy as per the decisions, in accordance with the Firm’s Policy and Procedures.

Artisan Partners Limited Partnership (“Artisan Partners”)

Artisan Partners votes proxies in the manner that, in the judgment of Artisan Partners, is in the economic best interests of the Portfolios. The investment philosophy of Artisan Partners is predicated on the belief that the quality of management is often the key to ultimate success or failure of a business. Because Artisan Partners generally makes investments in companies in which Artisan Partners has confidence in the management, the firm generally votes proxies in accordance with management’s recommendation, but may vote against management if, in the judgment of Artisan Partners, the proposal would not enhance shareholder value. In some non-U.S. markets, the sale of securities voted may be prohibited for some period of time, usually between the record and meeting dates. Generally, Artisan Partners does not vote proxies in those jurisdictions in which doing so might impair Artisan Partners’ ability to implement investment decisions. In order to ensure that material conflicts of interest have not influenced Artisan Partners’ voting process, Artisan Partners has implemented a process to identify such conflicts, document voting decisions where such conflicts are deemed to exist and to review such votes.

 

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Breckinridge Capital Advisors, Inc. (“Breckinridge “)

Proxy ballots are not typically issued for bonds. Therefore, Breckinridge anticipates minimal to no proxy voting activity in client accounts. Nonetheless, Breckinridge has adopted written proxy voting policy and procedures that dictate the manner in which the firm processes and votes proxy ballots received on behalf of client accounts. For those clients who have delegated proxy voting authority to Breckinridge, the firm seeks to vote proxies in a manner that it determines, in good faith, to be in the client’s best interest. This determination will include a decision to take no action with respect to any proxy ballot. Breckinridge will consider only those proxies issued by the bonds purchased by Breckinridge in the course of managing the clients’ assets. In its discretion, Breckinridge may choose to not vote. Proxies solicited by securities that were transferred into the portfolio for funding or contributions or temporary investment vehicles will not be acted upon by Breckinridge.

Breckinridge is an investment management firm with no affiliates or subsidiaries, or other lines of business outside of investment management. As such, Breckinridge does not expect there to be many material conflicts of interests with regards to our proxy voting activities. Nevertheless, if we determine that Breckinridge is facing a conflict of interest in voting a proxy, Breckinridge will review the conflict to determine materiality and if appropriate, engage a competent third party, at our expense, who will determine the vote that they believe will be in the best interest of the stakeholders. As an added protection, the third party’s decision is binding.

Breckinridge will furnish a copy of its proxy voting policy to each client upon requests. Clients also can request a copy of their proxy voting records by contacting Breckinridge’s Compliance Department.

Cadence Capital Management LLC (“Cadence”)

Cadence typically votes proxies as part of its discretionary authority to manage accounts, unless the client has explicitly reserved the authority for itself. When voting proxies, Cadence’s primary objective is to make voting decisions solely in the best economic interests of its clients. Cadence will act in a manner that it deems prudent and diligent and which is intended to enhance the economic value of the underlying portfolio securities held in its clients’ accounts.

Cadence has retained an independent third-party service provider, Institutional Shareholder Services (ISS), to assist in providing research, analysis and voting recommendations on corporate governance issues as well as assist in the administrative process. The services provided offer a variety of proxy-related services to assist in Cadence’s handling of proxy voting responsibilities.

Cadence has adopted ISS’ written Proxy Voting Summary Guidelines (the “Proxy Guidelines”). The Proxy Guidelines are reasonably designed to ensure that Cadence is voting in the best interest of its clients. The Proxy Guidelines reflect Cadence’s general voting positions on specific corporate governance issues and corporate actions. Some issues may require a case by case analysis prior to voting and may result in a vote being cast that will deviate from the Proxy Guideline. Upon receipt of a client’s request, Cadence may also vote proxies for that client’s account in a particular manner that may differ from the Proxy Guideline. Deviation from the Proxy Guidelines will be documented and maintained in accordance with Rule 204-2 under the Investment Advisers Act of 1940.

In accordance with the Proxy Guidelines, Cadence may review additional criteria associated with voting proxies and evaluate the expected benefit to its clients when making an overall determination on how or whether to vote the proxy. Cadence will not neglect its proxy voting responsibilities, but it may review various criteria associated with voting proxies and evaluate the expected benefit to our clients when making an overall determination on how or whether to vote a proxy. In addition, Cadence may refrain from voting under certain circumstances. These circumstances may include, but are not limited to: (1) securities that have been lent by the custodian; (2)

 

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proxy statements and ballots that are written in a foreign language; (3) untimely notice of a shareholder meeting; (4) requirements to vote proxies in person; (5) restrictions on foreign investors’ ability to exercise votes; (6) requirements to provide local agents with power of attorney to facilitate the voting instructions. Such proxies are voted on a best-efforts basis.

Proxy voting in certain countries requires “share blocking.” To vote proxies in such countries, shareholders must deposit their shares shortly before the date of the meeting with a designated depositary and the shares are then restricted from being sold until the meeting has taken place and the shares are returned to the shareholders’ custodian banks. Absent compelling reasons, Cadence believes the benefit to its clients of exercising voting rights does not outweigh the effects of not being able to sell the shares. Therefore, if share blocking is required Cadence generally abstains from voting.

Cadence may have conflicts of interest that can affect how it votes its clients’ proxies. For example, Cadence or an affiliate may manage a pension plan whose management is sponsoring a proxy proposal. The Proxy Guidelines are designed to prevent material conflicts of interest from affecting the manner in which Cadence votes its clients’ proxies. In order to ensure that all material conflicts of interest are addressed appropriately while carrying out its obligation to vote proxies, Cadence’s Chief Compliance Officer is responsible for addressing how Cadence resolves such material conflicts of interest with its clients. To obtain a copy of the Policy Guidelines or to obtain information on how your account’s securities were voted, please contact your account representative.

Causeway Capital Management LLC (“Causeway”)

Causeway votes the proxies of companies owned by clients who have granted Causeway voting authority. Causeway votes proxies solely in what Causeway believes is the best interests of clients in accordance with its Proxy Voting Policies and Procedures. Causeway’s policies and procedures are designed to cast are consistent with certain basic principles: (i) increasing shareholder value; (ii) maintaining or increasing shareholder influence over the board of directors and management; (iii) establishing and enhancing strong and independent board of directors; (iv) maintaining or increasing the rights of shareholders; and (v) aligning the interests of management and employees with those of shareholders with a view toward the reasonableness of executive compensation and shareholder dilution.

Causeway recognizes that a company’s management is charged with day-to-day operations and, therefore, generally votes on routine business matters in favor of management’s proposals or positions. Under its guidelines, Causeway generally votes for distributions of income, appointment of auditors, director compensation (unless deemed excessive), management’s slate of director nominees (except nominees with poor attendance or who have not acted in the best interests of shareholders), financial results/director and auditor reports, share repurchase plans, and changing corporate names and other similar matters. Causeway generally votes with management on social issues because it believes management is responsible for handling them. Causeway generally votes against anti-takeover mechanisms and generally opposes cumulative voting and attempts to classify boards of directors. Causeway votes other matters—including equity -based compensation plans—on a case-by-case basis.

Causeway’s interests may conflict with clients on certain proxy votes where Causeway might have a significant business or personal relationship with the company or its officers. Causeway’s chief operating officer in consultation with the general counsel and chief compliance officer shall determine if a vote involves a material conflict of interest. If so, Causeway will either (i) obtain instructions or consent from the client on voting; (ii) or will vote in accordance with a “for” or “against” or “with management” guideline if one applies; or (iii) if no such guideline applies, Causeway will follow the recommendation of an independent third party such as Institutional Shareholder Services (“ISS”). If Causeway seeks to follow the recommendation of a third party, the chief operating officer will assess the third party’s capacity and competency to analyze the issue, as well as the third party’s ability to identify and address conflicts of interest it may have with respect to the recommendation.

To monitor potential conflicts of interest regarding the research and recommendations of independent third parties, such as ISS, proxy voting staff will review the third party’s disclosures of significant relationships. The chief operating officer will review proxy votes involving issuers where a significant relationship has been identified by the proxy research provider.

Non-U.S. proxies may involve a number of problems that restrict or prevent Causeway’s ability to vote. As a result, clients’ non-U.S. proxies will be voted on a best efforts basis only. In addition, Causeway will not vote proxies (U.S. or non-U.S.) if it does not receive adequate information from the client’s custodian in sufficient time to cast the vote.

City of London Investment Management Company Limited (“CLIM”)

CLIM has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interests of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). CLIM’s authority to vote the proxies of its clients, including clients subject to ERISA, is established by advisory contracts or comparable documents.

 

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As a significant long-term investor in closed-end funds, CLIM seeks to promote growth in the industry by encouraging closed-end funds to make their products more attractive to investors. Good corporate governance is a vital element of CLIM’s process. CLIM’s approach to corporate governance is a collective process involving the investment management teams located in each of the firm’s five offices. CLIM reviews each proxy and generally votes consistent with the firm’s written Statement on Corporate Governance and Proxy Voting Policy for Closed-End Funds. All proxy votes are ultimately cast on a case-by-case basis.

CLIM values the right to vote but may abstain as a result of a conscious decision. However, CLIM cannot vote in instances where proxy materials are not received on a timely basis from a client-appointed custodian or due to administrative matters beyond CLIM’s control.

CLIM reviews each proxy to assess the extent, if any, to which there may be a material conflict between the interests of clients on the one hand and CLIM’s interests (including those of our directors, employees and other similar persons) on the other hand (a “potential conflict”). CLIM performs this assessment on a proposal-by-proposal basis, and a potential conflict with respect to one proposal in a proxy does not indicate that a potential conflict exists with respect to any other proposal in such proxy. If CLIM determines that a potential conflict may exist, it will promptly report the matter to the Compliance Department. The Compliance Department will determine whether a potential conflict exists and is authorized to resolve any such conflict in a manner that is in the collective best interests of clients (excluding any client that may have a potential conflict).

Unless otherwise established with a client in writing, CLIM is responsible for voting all proxies related to securities that it manages for clients. A client may from time to time direct CLIM in writing to vote proxies in a manner that is different from the guidelines set forth in CLIM’s Proxy Voting Policies and Procedures. CLIM will follow such written direction for proxy votes only after receipt of such written direction.

Clients may obtain a copy of CLIM’s proxy voting policy and/or proxy voting record upon request from their usual contact at the Firm or upon request at info@citlon.co.uk or client.servicing@citlon.com.

Fort Washington Investment Advisors, LLC (“Fort Washington”)

Fort Washington’s policy is to vote proxies in the best interests of the Portfolio at all times. Fort Washington has adopted procedures that it believes are reasonably designed to ensure that proxies are voted in the best interests of the Portfolio in accordance with its fiduciary duties and SEC rules governing investment advisers. Reflecting a basic investment philosophy that good management is shareholder focused, proxy votes will generally be cast in support of management on routine corporate matters and in support of any management proposal that is plainly in the interest of all shareholders. Specifically, proxy votes generally will be cast in favor of proposals that:

 

   

maintain or strengthen the shared interests of stockholders and management;

 

   

increase shareholder value; and

 

   

maintain or increase shareholder rights generally.

Proxy votes will generally be cast against proposals having the opposite effect of the above. Where Fort Washington perceives that a management proposal, if approved, would tend to limit or reduce the market value of the company’s securities, it will generally vote against it. Fort Washington generally supports shareholder rights and recapitalization measures undertaken unilaterally by boards of directors properly exercising their responsibilities and authority, unless we believe such measures could have the effect of reducing shareholder rights or potential shareholder value. In cases where shareholder proposals challenge such actions, Fort Washington’s voting position will generally favor not interfering with the directors’ proper function in the interest of all shareholders.

Fort Washington may delegate its responsibilities under its proxy voting procedures to a third party, provided that Fort Washington retains final authority and fiduciary responsibility for proxy voting. Fort Washington has retained Institutional Shareholder Services (“ISS”) to assist it in the proxy voting process and will use ISS’ proxy voting guidelines as a resource in its proxy voting.

Fort Washington will review proxies to assess the extent, if any, to which there may be a material conflict between it and the interests of the Portfolio. If Fort Washington determines that a potential conflict may exist, it will be reported to the Proxy Voting Committee. The Proxy Voting Committee is authorized to resolve any conflict in a manner that is in the collective best interests of the Portfolio (excluding a potential conflict). The Proxy Voting Committee may resolve a potential conflict in any of the following manners:

 

   

If the proposal is specifically addressed in the proxy voting procedures, Fort Washington may vote the proxy in accordance with these policies, provided that such pre-determined policy involves little discretion on Fort Washington’s part;

 

   

Fort Washington may engage an independent third party to determine how the proxy should be voted;

 

   

Fort Washington may establish an ethical wall or other informational barriers between the person involved in the potential conflict and the persons making the voting decision in order to insulate the potential conflict from the decision maker.

 

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Frontier Capital Management Company, LLC (“Frontier”)

Frontier seeks to vote proxies to maximize the long-term value of its clients’ assets and to cast votes that it believes to be fair and in the best interest of the affected client(s).

Frontier has contracted with Glass Lewis & Co. (“Glass Lewis”) to provide assistance in voting proxies for its clients. Glass Lewis provides Frontier with vote recommendations according to pre-determined proxy voting guidelines and acts as agent for the proxy voting process.

Under normal circumstances, Frontier is not expected to exercise its voting discretion or to override Glass Lewis’s vote recommendations. This removes any conflicts of interest Frontier may have that may affect how it votes on an issuer’s proxy, such as when Frontier votes a proxy solicited by an issuer who is a client of Frontier’s or with whom Frontier has another business or personal relationship.

In instances in which Frontier wishes to override Glass Lewis’s vote recommendations, Frontier’s Proxy Voting Committee, or an employee delegated by the Committee, will determine whether a material conflict of interest exists. If such a conflict does exist, then the Proxy Voting Committee may elect to vote the proxy in accordance with Glass Lewis’s recommendations or it will not take into consideration the conflicting relationship and will vote in the clients’ best interest. If the Committee determines that a material conflict does not exist, then Frontier will vote the proxy in its discretion.

Jennison Associates LLC (“Jennison”)

Jennison Associates LLC Proxy Voting Policy and Procedures (Revised April 30, 2018)

I. Policy

Jennison (or the “Company”) has adopted the following policy and related procedures to guide the voting of proxies in a manner that is consistent with Jennison’s fiduciary duties and the requirements of Rule 206(4)-6 under the Advisers Act. In the absence of any written delegation or when proxy voting authority has been delegated in writing to Jennison by clients, Jennison will exercise this voting authority in each client’s best interests. The Company will not consider its own interests, or those of any affiliates, when voting proxies.

Unless otherwise specified by a client, “best interest” means the client’s best economic interest over the long term, as determined by Jennison’s portfolio managers and analysts (“Investment Professionals”) covering the issuer. Secondary consideration may be given to the public and social value of each issue, but absent specific client instructions, long term economic interests will be the primary basis for voting.

Jennison will disclose information about its proxy voting policies and procedures to clients, and will provide a copy of these Proxy Voting Policies and Procedures upon request. The Company will also inform clients how they may obtain information about the votes cast on their behalf.

II. Procedures

Proxy Voting Guidelines

Jennison has adopted proxy voting guidelines (“Guidelines”) with respect to certain recurring issues. When Jennison is responsible for voting proxies, Jennison considers these guidelines except when Jennison accepts custom guidelines.

The Guidelines are reviewed as necessary by the Company’s Proxy Voting Committee and Investment Professionals, and are revised when a change is appropriate. The Proxy Team maintains the Guidelines and distributes copies to the Investment Professionals following any change. The Guidelines are meant to convey Jennison’s general approach to voting decisions on certain issues. Nevertheless, Investment Professionals are responsible for reviewing all proposals related to fundamental strategies individually and making final decisions based on the merits of each voting opportunity.

 

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If an Investment Professional believes that Jennison should vote in a way that is different from the Guidelines, the Proxy Team is notified. In certain circumstances, an Investment Professional may conclude that different clients should vote in different ways, or that it is in the best interests of some or all clients to abstain from voting.

The Proxy Team is responsible for maintaining Investment Professionals’ reasons for deviating from the Guidelines.

Client-Specific Voting Mandates

Any client’s specific voting instructions must be communicated or confirmed by the client in writing, either through a provision in the investment advisory contract or through other written correspondence. Such instructions may call for Jennison to vote the client’s securities according to the client’s own voting guidelines, or may indicate that the Company is not responsible for voting the client’s proxies.

The Proxy Team reviews client specific voting instructions and approves operational implementation, and certain instructions may only be implemented on a best efforts basis. The Proxy Team is responsible for communicating such instructions to the third party vendor.

Use of a Third Party Voting Service

Jennison has engaged an independent third party proxy voting vendor that provides research and analytical services, operational implementation and recordkeeping and reporting services. The proxy voting vendor will cast votes in accordance with the Company’s Guidelines, unless instructed otherwise by the Investment Professionals.

Identifying and Addressing Potential Material Conflicts of Interest

There may be instances where Jennison’s interests conflict materially, or appear to conflict materially, with the interests of clients in connection with a proxy vote (a “Material Conflict”). Examples of potential Material Conflicts include, but are not limited to:

 

   

Jennison managing the pension plan of the issuer.

 

   

Jennison or its affiliates have a material business relationship with the issuer.

 

   

Jennison investment professionals who are related to a person who is senior management or a director at a public company.

 

   

Jennison has a material investment in a security that the investment professional who is responsible for voting that security’s proxy also holds the same security personally.

If an Investment Professional or any other employee perceives a Material Conflict, he or she must promptly report the matter to the Chief Compliance Officer.

When a potential conflict has been identified, the Proxy Team will work with the Investment Professional covering the issuer to complete a Proxy Voting for Conflicts Documentation Form.

The Proxy Team is responsible for retaining completed Proxy Voting for Conflicts Documentation Forms.

If the Proxy Voting Committee determines that a Material Conflict is present and if the Investment Professional is recommending a vote that deviates from the Guidelines or there is no specific recommended Guideline vote and decisions are made on a case-by-case basis, then the voting decision must be reviewed and approved by the Investment Professional’s supervisor and the Proxy Committee prior to casting the vote.

Jennison will not abstain from voting a proxy for the purpose of avoiding a Material Conflict.

Quantitatively Derived Holdings and the Jennison Managed Accounts

In voting proxies for non-fundamental strategies such as quantitatively derived holdings and Jennison Managed Accounts (i.e. “wrap”) where the securities are not held elsewhere in the firm, proxies will be voted utilizing the Guidelines. Additionally, in those circumstances where no specific Guidelines exist, the Company will consider the recommendations of the proxy voting vendor.

 

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International Holdings

Jennison will exercise opportunities to vote on international holdings on a best efforts basis. Such votes will be cast based on the same principles that govern domestic holdings.

In some countries casting a proxy vote can adversely affect a client, such as countries that restrict stock sales around the time of the proxy vote by requiring “share blocking” as part of the voting process. The Investment Professional covering the issuer will weigh the expected benefits of voting proxies on international holdings against any anticipated costs or limitations, such as those associated with share blocking. Jennison may abstain from voting if it anticipates that the costs or limitations associated with voting outweigh the benefits.

Securities Lending

Jennison may be unable to vote proxies when the underlying securities have been lent out pursuant to a client’s securities lending program. The Company does not know when securities are on loan and are therefore not available to be voted. In rare circumstances, Investment Professionals may ask the Proxy Team to work with the client’s custodian to recall the shares so that Jennison can vote. Efforts to recall loaned securities are not always effective since such requests must be submitted prior to the record date for the upcoming proxy vote; therefore voting shares on loan is on a best efforts basis. In determining whether to call back securities that are out on loan, the Investment Professional will consider whether the benefit to the client in voting the matter outweighs the benefit to the client in keeping the security out on loan.

Disclosure to Advisory Clients

Jennison will provide a copy of these Policies and Procedures and the Guidelines to any client upon request. The Company will also provide any client with information about how Jennison has voted that client’s proxies upon request. Any such requests should be forwarded to the Proxy Team, which is responsible for responding, and for documenting the correspondence.

Compliance Reporting for Investment Companies

Upon request, the Proxy Team will provide to each investment company board of directors or trustees for which Jennison acts as sub-adviser reporting needed to satisfy their regulatory and board requirements, including, but not limited to, information required for Form NP-X.

III. Internal Controls

Supervisory Review

The Proxy Team periodically notifies each Investment Professional’s supervisor of any Guideline overrides authorized by that Investment Professional. The supervisor reviews the overrides to confirm that they appear to have been made based on clients’ best interests, and that they were not influenced by any Material Conflict or other considerations.

The Proxy Voting Committee

The Proxy Voting Committee consists of representatives from Operations, Operational Risk, Legal, and Compliance. It meets at least quarterly, and has the following responsibilities:

 

   

Review potential Material Conflicts and decide whether a material conflict is present, and needs to be addressed according to these policies and procedures.

 

   

Review the Guidelines in consultation with the Investment Professionals and make revisions as appropriate.

 

   

Review these Policies and Procedures annually for accuracy and effectiveness, and recommend and adopt any necessary changes.

 

   

Review all Guideline overrides.

 

   

Review quarterly voting metrics and analysis published by the Proxy Team.

 

   

Review the performance of the proxy voting vendor and determine whether Jennison should continue to retain their services.

 

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Equity Trade Management Oversight Council (“ETMOC”)

The ETMOC reviews all Guideline overrides on a quarterly basis to ensure proper override procedures were followed. The ETMOC also reviews any changes to the Guidelines. The ETMOC is comprised of the Chief Executive Officer, Chief Investment Officer, Chief Operating Officer, Chief Compliance Officer, Head of Equity Trading and the Head of Growth Equity, Head of Investment Services and the Head of Alternative Investment Services.

IV. Escalating Concerns

Any concerns about aspects of the policy that lack specific escalation guidance may be reported to the reporting employee’s supervisor, the Chief Compliance Officer, Chief Legal Officer, Chief Risk Officer, Chief Ethics Officer, Chief Operating Officer or Chief Executive Officer. Alternatively Jennison has an Ethics Reporting Hotline phone number and email address that enable employees to raise concerns anonymously. Information about the Ethics Reporting Hotline phone number and email address can be found on the Jennison intranet’s “Ethics” web page.

V. Discipline and Sanctions

All Jennison employees are responsible for understanding and complying with the policies and procedures outlined in this policy. The procedures described in this policy are intended to ensure that Jennison and its employees act in full compliance with the law. Violations of this policy and related procedures will be communicated to your supervisor and to senior management through Jennison’s Compliance Council, and may lead to disciplinary action.

Lazard Asset Management LLC (“Lazard”)

Information Regarding Lazard’s Proxy Voting Policies

A. Introduction

Lazard is a global investment firm that provides investment management services for a variety of clients. As a registered investment advisor, Lazard has a fiduciary obligation to vote proxies in the best interests of its clients. Lazard’s Proxy Voting Policy has been developed with the goal of maximizing the long term shareholder value.

Lazard does not delegate voting authority to any proxy advisory service, but rather retains complete authority for voting all proxies delegated to it. Lazard’s policy is generally to vote all meetings and all proposals; and generally to vote all proxies for a given proposal the same way for all clients. Lazard’s policy is also designed to address potential material conflicts of interest associated with proxy voting, and does so principally in setting approved guidelines for various common proposals.

B. Proxy Operations Department

Lazard’s proxy voting process is administered by members of its Operations Department (the “Proxy Administration Team”). Oversight of the process is provided by Lazard’s Legal/Compliance Department and Lazard’s Proxy Committee (the “Proxy Committee”).

C. Proxy Committee

Lazard’s Proxy Committee is comprised of senior investment professionals, members of the Legal/Compliance Department and other Lazard personnel. The Proxy Committee meets regularly, generally on a quarterly basis, to review this Policy and other matters relating to the firm’s proxy voting functions. Meetings may be convened more frequently (for example, to discuss a specific proxy voting proposal) as needed.

D. Role of Third Parties

Lazard currently subscribes to advisory and other proxy voting services provided by Institutional Shareholder Services, Inc. (“ISS”) and by Glass, Lewis & Co. (“Glass Lewis”). These proxy advisory services provide independent analysis and recommendations regarding various companies’ proxy proposals. While this research serves to help improve Lazard’s understanding of the issues surrounding a company’s proxy proposals, Lazard’s investment professionals are ultimately responsible for providing the vote recommendation for a given non-routine proposal. Voting for each agenda of each meeting is instructed specifically by Lazard in accordance with Lazard’s policy. ISS also provides administrative services related to proxy voting such as a web-based platform for proxy voting, ballot processing, recordkeeping and reporting.

E. Voting Process

Lazard votes on behalf of its clients according to proxy voting guidelines approved by the Proxy Committee (Approved Guidelines). The Approved Guidelines determine whether a specific agenda item should be voted ‘For,’ ‘Against,’ or is to be considered on a case-by case basis. The Proxy Administration Team ensures that investment professionals responsible for proxy voting are aware of the Approved Guidelines for each proposal. Voting on a proposal in a manner that is inconsistent with an Approved Guideline requires the approval of the Proxy Committee.

 

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With respect to proposals to be voted on a case-by-case basis, the Proxy Administration Team will consult with relevant investment professionals prior to determining how to vote on a proposal. Lazard generally will treat proxy votes and voting intentions as confidential in the period before votes have been cast, and for appropriate time periods thereafter.

F. Conflicts of Interest

Meetings that pose a potential material conflict of interest for Lazard are voted in accordance with Approved Guidelines. Where the Approved Guideline is to vote on a case-by-case basis, Lazard will vote in accordance with the majority recommendation of the independent proxy services. Potential material conflicts of interest include:

 

   

Lazard manages the company’s pension plan ;

 

   

The proponent of a shareholder proposal is a Lazard client ;

 

   

An employee of Lazard (or an affiliate) sits on a company’s board of directors ;

 

   

An affiliate of Lazard serves as financial advisor or provides other services to the company ; or

 

   

A Lazard employee has a material relationship with the company .

“Conflict Meetings” are voted in accordance with the Lazard Approved Guidelines. In situations where the Approved Guideline is to vote case-by-case and a material conflict of interest appears to exist, Lazard’s policy is to vote the proxy item according to the majority recommendation of the independent proxy services to which Lazard subscribes.

G. Voting Exceptions

It is Lazard’s intention to vote all proposals at every meeting. However, there are instances when voting is not practical or is not, in Lazard’s view, in the best interests of its clients. Lazard does not generally vote proxies for securities loaned by clients through a custodian’s stock lending program.

H. Environmental, Social and Corporate Governance

Lazard has an Environmental, Social and Corporate Governance (ESG) Policy, which outlines Lazard’s approach to ESG and how its investment professionals take ESG issues into account as a part of the investment process. Lazard recognizes that ESG issues can affect the valuation of the companies that it invests in on its clients’ behalf. As a result, Lazard takes these factors into consideration when voting, and, consistent with its fiduciary duty, votes proposals in a way it believes will increase shareholder value.

Mellon Investments Corporation (“Mellon”)

For client accounts over which Mellon Investments Corporation (“Mellon”) has been given authority to vote proxies, which includes all HC Capital Trust accounts allocated to Mellon with the exception of the ESG Growth Portfolio and the Catholic SRI Growth portfolio, Mellon has adopted the proxy voting policy and voting guidelines of The Bank of New York Mellon Corporation’s Proxy Voting and Governance Committee (the “Committee”) which are applied to such accounts. Under this policy, the Committee permits member firms (such as Mellon) to consider specific interests and issues and cast votes differently from the collective vote of the Committee where the member firm determines that a different vote is in the best interests of the affected account(s). In voting proxies, Mellon takes into account long-term economic value as we evaluate issues relating to corporate governance, including structures and practices, the nature of long-term business plans, including sustainability policies and practices to address environmental and social factors that are likely to have an impact on shareholder value, and other financial and non-financial measures of corporate performance.

Mellon will carefully review proposals that would limit shareholder control or could affect the value of a client’s investment. It will generally oppose proposals designed to insulate an issuer’s management unnecessarily from the wishes of a majority of shareholders. It will generally support proposals designed to provide management with short-term insulation from outside influences so as to enable management to negotiate effectively and otherwise achieve long-term goals. On questions of social responsibility where economic performance does not appear to be an issue, Mellon will attempt to ensure that management reasonably responds to the social issues. Responsiveness will be measured by management’s efforts to address the proposal including, where appropriate, assessment of the implications of the proposal to the ongoing operations of the company. Mellon will pay particular attention to repeat issues where management has failed in its commitment in the intervening period to take action on issues.

Mellon recognizes its duty to vote proxies in the best interests of its clients. Mellon seeks to avoid material conflicts of interest through its participation in the Committee, which applies detailed, predetermined proxy voting guidelines in an objective and consistent manner

 

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across client accounts, based on internal and external research and recommendations provided by a third-party vendor, and without consideration of any client relationship factors. Further, Mellon and its affiliates engage a third party as an independent fiduciary to vote all proxies for BNY Mellon securities and affiliated mutual fund securities.

Proxy voting proposals are reviewed, categorized, analyzed and voted in accordance with Mellon’s voting guidelines. These guidelines are reviewed periodically and updated as necessary to reflect new issues and any changes in policies on specific issues. Items that can be categorized under these voting guidelines will be voted in accordance with any applicable guidelines or referred to the Committee, if the applicable guidelines so require. Proposals that cannot be categorized under these voting guidelines will be referred to the Committee for discussion and vote. Additionally, the Committee may review any proposal where it has identified a particular company, industry or issue for special scrutiny. With regard to voting proxies of foreign companies, Mellon may weigh the cost of voting, and potential inability to sell the securities (which may occur during the voting process), against the benefit of voting the proxies to determine whether or not to vote.

In evaluating proposals regarding incentive plans and restricted stock plans, the Committee typically employs a shareholder value transfer model. This model seeks to assess the amount of shareholder equity flowing out of the company to executives as options are exercised. After determining the cost of the plan, the Committee evaluates whether the cost is reasonable based on a number of factors, including industry classification and historical performance information. The Committee generally votes against proposals that permit the repricing or replacement of stock options without shareholder approval.

With respect to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, all proxies will be voted through Institutional Shareholder Services (“ISS”) in accordance with the ISS Sustainability Proxy Voting Guidelines.

Pacific Investment Management Company LLC (“PIMCO”)

DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES

Policy Statement: The proxy voting policy is intended to foster PIMCO’s compliance with its fiduciary obligations and applicable law; the policy applies to any voting or consent rights with respect to securities held in accounts over which PIMCO has discretionary voting authority. The Policy is designed in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of PIMCO’s clients.

Overview: PIMCO has adopted a written proxy1 voting policy (“Proxy Policy”) as required by Rule 206(4)-6 under the Advisers Act. As a general matter, when PIMCO has proxy voting authority, PIMCO has a fiduciary obligation to monitor corporate events and to take appropriate action on client proxies that come to its attention. Each proxy is voted on a case-by-case basis, taking into account relevant facts and circumstances. When considering client proxies, PIMCO may determine not to vote a proxy in limited circumstances.

Equity Securities.2 PIMCO has retained an Industry Service Provider (“ISP”) to provide research and voting recommendations for proxies relating to equity securities in accordance with the ISP’s guidelines. By following the guidelines of an independent third party, PIMCO seeks to mitigate potential conflicts of interest PIMCO may have with respect to proxies covered by the ISP. PIMCO will follow the recommendations of the ISP unless: (i) the ISP does not provide a voting recommendation; or (ii) a PM decides to override the ISP’s voting recommendation. In either such case as described above, the Legal and Compliance department will review the proxy to determine whether a material conflict of interest, or the appearance of one, exists.

Fixed Income Securities. Fixed income securities can be processed as proxy ballots or corporate action-consents3 at the discretion of the issuer/ custodian. When processed as proxy ballots, the ISP generally does not provide a voting recommendation and their role is limited to election processing and recordkeeping. When processed as corporate action-consents, the Legal and Compliance department will review all election forms to determine whether a conflict of interest, or the appearance of one, exists with respect to the PM’s consent election. PIMCO’s Credit Research and Portfolio Management Groups are responsible for issuing recommendations on how to vote proxy ballots and corporation action-consents with respect to fixed income securities.

Resolution of potential conflicts of interest. The Proxy Policy permits PIMCO to seek to resolve material conflicts of interest by pursuing any one of several courses of action. With respect to material conflicts of interest between PIMCO and a client account, the Proxy Policy permits PIMCO to either: (i) convene a working group to assess and resolve the conflict (the “Proxy Working Group”); or (ii) vote in accordance with protocols previously established by the Proxy Policy, the Proxy Working Group and/or other relevant procedures approved by PIMCO’s Legal and Compliance department with respect to specific types of conflicts.

 

1 

Proxies generally describe corporate action-consent rights (relative to fixed income securities) and proxy voting ballots (relative to fixed income or equity securities) as determined by the issuer or custodian.

2 

The term “equity securities” means common and preferred stock, including common and preferred shares issued by investment companies; it does not include debt securities convertible into equity securities.

3 

Voting or consent rights shall not include matters which are primarily decisions to buy or sell investments, such as tender offers, exchange offers, conversions, put options, redemptions, and Dutch auctions.

 

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PIMCO will supervise and periodically review its proxy voting activities and the implementation of the Proxy Policy. PIMCO’s Proxy Policy, and information about how PIMCO voted a client’s proxies, is available upon request.

Sub-Adviser Engagement: As an investment manager, PIMCO may exercise its discretion to engage a Sub-Adviser to provide portfolio management services to certain Funds. Consistent with its management responsibilities, the Sub-Adviser will assume the authority for voting proxies on behalf of PIMCO for these Funds. Sub-Advisers may utilize third parties to perform certain services related to their portfolio management responsibilities. As a fiduciary, PIMCO will maintain oversight of the investment management responsibilities performed by the Sub-Adviser and contracted third parties.

Parametric Portfolio Associates LLC (“Parametric”)

Policy Statement

Parametric Portfolio Associates LLC (“Parametric”) has adopted and implemented these policies and procedures which it believes are reasonably designed to ensure that proxies are voted in the best interests of clients, in accordance with its fiduciary obligations and applicable regulatory requirements. When it has been delegated the responsibility to vote proxies on behalf a client, Parametric will generally vote them in accordance with its Proxy Voting Guidelines, available upon request (see “To Obtain Proxy Voting Information” below). The Proxy Voting Guidelines are set and annually reviewed by the firm’s Corporate Governance Committee. Parametric will consider potential conflicts of interest when voting proxies and disclose material conflicts to clients. Parametric will promptly provide these policies and procedures, as well as proxy voting records, to its clients upon request. As required, Parametric will retain appropriate proxy voting books and records. In the event that Parametric engages a third party service provider to administer and vote proxies or provide other proxy voting services on behalf a client, it will evaluate the service provider’s conflicts of interest procedures and confirm its abilities to vote proxies in the client’s best interest.

Regulatory Requirements

Rule 206(4)-6 under the Investment Advisers Act requires that an investment adviser that exercises voting authority over client proxies to adopt and implement policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interest of the client. The rule specifically requires that the policies and procedures describe how the adviser addresses material conflicts of interest with respect to proxy voting. The rule also requires an adviser to disclose to its clients information about those policies and procedures, and how the client may obtain information on how the adviser has voted the client’s proxies. In addition, Rule 204-2 under the Act requires an adviser to retain certain records related to proxy voting.

Responsibility

The Manager, Investment Operations (the “Manager”) is responsible for the day-to-day administration of the firm’s proxy voting practices. One or more Operations personnel (each a “Proxy Voting Coordinator”) are responsible for ensuring proxy ballots are received and voted in accordance with the firm’s Proxy Voting Guidelines. The Director of Responsible Investing is responsible for providing guidance with regard to the Proxy Voting Guidelines. The Proxy Voting Committee is responsible for monitoring Parametric’s proxy voting practices and evaluating any service providers engaged to vote proxies on behalf of clients. The Corporate Governance Committee is responsible for setting and annually reviewing the firm’s Proxy Voting Policies and Procedures and Proxy Voting Guidelines. The Compliance Department is responsible for annually reviewing these policies and procedures to verify that they are adequate, appropriate and effective.

 

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Procedures

Parametric has adopted and implemented procedures to ensure the firm’s proxy voting policies are observed, executed properly and amended or updated, as appropriate. The procedures are summarized as follows:

New Accounts

 

   

Parametric is generally delegated the responsibility to vote proxies on behalf of clients. (The Minneapolis and Westport Investment Centers, which manage overlay and options-based strategies, generally do not vote proxies on behalf of their clients but may be required to do so, from time to time.) This responsibility is typically established in the investment advisory agreement between the client and Parametric. If not set forth in the advisory agreement, Parametric will assume the responsibility to vote proxies on the client’s behalf unless it has received written instruction from the client not to.

 

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When a new client account is established, Parametric will instruct the client’s custodian to forward all proxy materials to Broadridge Financial Solutions (Broadridge) or Institutional Shareholder Services (ISS), proxy voting service providers engaged by Parametric to administer proxy voting.

 

   

On a monthly basis, Operations performs a reconciliation to ensure that Broadridge or ISS are receiving proxies for all client accounts for which Parametric is responsible for voting client proxies.

Proxy Voting Administration—Seattle Investment Center

 

   

Parametric’s proxy voting is administered on a daily basis by the Proxy Voting Coordinator, who is a member of Parametric’s Operations Department. The Coordinator is responsible for ensuring proxies are voted in accordance with Parametric’s Proxy Voting Guidelines or other specified guidelines set and provided by a client.

 

   

The Director of Responsible Investing will actively review research and guidance issued by third party proxy voting analysts regarding proxy voting issues relevant to Parametric’s clients and monitor upcoming shareholder meetings and votes. The Director will provide guidance to the Manager and Proxy Voting Coordinators with regard to the Proxy Voting Guidelines and how they apply to proxy ballots. The Director will ensure that rationale for votes cast is properly documented and reviewed by other Committee members, as warranted.

 

   

Parametric utilizes the Broadridge ProxyEdge and ISS ProxyExchange tools to manage, track, reconcile and report proxy voting. Parametric relies on these applications to ensure that all proxies are received and voted in timely manner.

 

   

In the unlikely event that a ballot proposal is not addressed by the Proxy Voting Guidelines, the Proxy Voting Coordinator will consult with the Manager to confirm that the Proxy Voting Guidelines do not address the proxy issue. If confirmed, the Manager will refer the proposal to the Proxy Voting Committee for their consideration. The Proxy Voting Committee may review research and guidance issued by third party proxy voting service providers when making a vote determination. A vote determination must be approved in writing by not less than two Committee members before Operations may vote the ballot item. The rationale for making the determination will be documented by the Committee.

 

   

The Proxy Voting Coordinator may abstain from voting a proxy on behalf of a client account if the economic effect on shareholders’ interests or the value of the holding is indeterminable or insignificant (e.g., the security is no longer held in the client portfolio) or if the cost of voting the proxy outweighs the potential benefit (e.g., international proxies which share blocking practices may impose trading restrictions).

 

   

A secondary review of proxy votes submitted by the Proxy Voting Coordinator is performed by the Manager or his/her delegate on a regular basis, to verify that Parametric has voted all proxies and voted them consistent with the appropriate proxy voting guidelines.

Proxy Voting Administration—Minneapolis Investment Center

From time to time, the Minneapolis Investment Center may be required to vote a proxy ballot on behalf of a client. Proxy ballots mailed to the Minneapolis Investment Center or sent directly to Broadridge are logged into ProxyEdge. The Minneapolis Operations Team is responsible for monitoring proxy ballots received. The Minneapolis Operations Team will request and receive instruction from the Proxy Voting Coordinator or Manager as how to vote the ballot in accordance with the firm’s Proxy Voting Guidelines.

Proxy Voting Committee

 

   

Parametric has established a Proxy Voting Committee (the “Committee”), which shall meet on a quarterly basis to oversee and monitor the firm’s proxy voting practices.

 

   

The Committee will consider requests (from clients or Portfolio Managers) to vote a proxy contrary to the firm’s Proxy Voting Guidelines. The Committee will document its rationale for approving or denying the request.

 

   

On an annual basis, the Committee will review the firm’s Proxy Voting Policies and Procedures and Proxy Voting Guidelines to ensure they are current, appropriate and designed to serve the best interests of clients and fund shareholders and recommend any changes to the Corporate Governance Committee.

 

   

In the event that Parametric deems it to be in a client’s best interest to engage a third party proxy voting service provider, the Committee will exercise due diligence to ensure that the service provider firm can provide objective research, make recommendations or vote proxies in an impartial manner and in the best interest of the client. This evaluation will consider the proxy voting firm’s business and conflict of interest procedures, and confirm that the procedures address the firm’s conflicts. On an annual basis, the Committee will evaluate the performance of any third-party proxy voting firms and

 

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reconsider if changes have impacted their conflict of interest procedures. Initial and ongoing due diligence evaluations shall be documented in writing.

Conflicts of interest

 

   

Using the criteria set by the Proxy Voting Committee the Compliance Department will identify and actively monitor potential conflicts of interest which may compromise the firm’s ability to vote a proxy ballot in the best interest of clients. Compliance will maintain a List of Potentially Conflicted Companies and provide it to Operations whenever it is updated. The list shall identify potential conflicts resulting from business relationships with clients, potential clients, service providers, and the firm’s affiliates.

 

   

All proxies are voted by Parametric in accordance with the firm’s Proxy Voting Guidelines. If a proxy ballot is received from an issuer on the List of Conflicted Companies and a proposal is not addressed by the Proxy Voting Guidelines, the Voting Coordinator will forward the proposal to the Manager to confirm that the guidelines do not address the proposal. If confirmed, the Manager will forward the proposal to the Proxy Voting Committee.

 

   

If the Proxy Voting Committee determines a material conflict exists, Parametric will refrain from voting the proxy until it has disclosed the conflict to clients and obtained their consent or instruction as how to vote the proxy. Parametric shall provide all necessary information to clients when seeking their instruction and/or consent in voting the proxy.

 

   

If a client is unresponsive and fails to provide Parametric with instruction or consent to vote the proxy, the Proxy Voting Committee shall make a good faith determination as how to vote the proxy (which may include abstaining from voting the proxy) and provide appropriate instruction to the Proxy Voting Coordinator. The Committee shall document the rationale for making its final determination.

Proxy Voting Disclosure Responsibilities

 

   

As a sub-adviser to various mutual funds registered under the Investment Company Act of 1940, Parametric will, upon each fund’s request, compile and transmit in a timely manner all data required to be filed on Form N-PX to the appropriate fund’s administrator or third party service provider designated by the fund’s administrator.

 

   

Parametric will promptly report any material changes to these policies and procedures to its mutual fund clients in accordance with their respective policies and procedures, to ensure that the revised policies and procedures may be properly reviewed by the funds’ Boards of Trustees/Directors and included in the funds’ annual registration statements.

Solicitations and Information Requests

 

   

Parametric’s proxy voting policies and procedures are summarized and described to clients in Item 17 of the firm’s Form ADV Brochure (Form ADV Part 2A). Parametric will promptly provide a copy of these proxy voting policies and procedures, which may be updated from time to time, to a client upon their request.

 

   

Parametric’s Form ADV Brochure discloses to clients how they may obtain information from Parametric about how it voted proxies on their behalf. Parametric will provide proxy voting information free of charge upon written request.

 

   

Parametric will not reveal or disclose to any third-party how it may have voted or intends to vote a proxy until its vote has been counted at the respective shareholder’s meeting. Parametric may in any event disclose its general voting guidelines. No employee of Parametric may accept any benefit in the solicitation of proxies.

Compliance Review

 

   

On a regular basis, but not less than annually, the Compliance Department will review a sample of proxies voted to verify that Parametric has voted proxies in accordance with the firm’s proxy voting guidelines and in clients’ best interests.

 

   

On an annual basis, the Compliance Department will review the firm’s proxy voting policies and procedures, as required per Rule 206(4)-7, to confirm that they are adequate, effective, and designed to ensure that proxies are voted in clients’ best interests.

 

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Class Actions

 

   

Parametric generally does not file or respond to class action claims on behalf of clients unless specifically obligated to do so under the terms of the client’s investment advisory agreement. Parametric will retain appropriate documentation regarding any determinations made on behalf of a client with regard to a class action claim or settlement.

Recordkeeping

 

   

Parametric will maintain proxy voting books and records in an easily accessible place for a period of six years, the first two years in the Seattle Investment Center.

 

   

Parametric will maintain all requisite proxy voting books and records, including but not limited to: (1) proxy voting policies and procedures, (2) proxy statements received on behalf of client accounts, (3) proxies voted, (4) copies of any documents that were material to making a decision how to vote proxies, and (5) client requests for proxy voting records and Parametric’s written response to any client request.

To Obtain Proxy Voting Information

Clients have the right to access any proxy voting activity taken on their behalf or the Proxy Voting Guidelines. Upon written request, this information will be provided free of charge.

 

Phone number (you may place a collect call if you wish): 206-694-5542

 

E-mail address: proxyinfo@paraport.com

In order to maintain confidentiality, Parametric will not provide voting records to any third party unless authorized by the client in writing.

RBC Global Asset Management (UK) Limited (“RBC GAM”)

RBC GAM has adopted the Royal Bank of Canada Global Asset Management group (the “RBC GAM group”) Proxy Voting Policy and Guidelines and the related procedures which apply to all funds and client accounts over which the RBC GAM group entities have been delegated the authority to vote proxies.

The Proxy Voting Guidelines are comprehensive and set out detailed guidelines on areas that include (i) structure and independence of the board of directors; (ii) management and director compensation; (ii) takeover protection; (iii) shareholder rights and (iv) environmental and social shareholder proposals. The Proxy Voting guidelines are reviewed and updated on an annual basis as corporate governance best practice evolves.

A Proxy Voting Committee has been formed and is responsible for: (i) instances where it is in the best interests of a client to deviate from the Proxy Voting Guidelines based on the unique circumstances of a certain ballot item; (ii) where the proxy voting may give rise to an

 

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actual or perceived conflict of interest; or (iii) unusual circumstances regarding corporate action items. Proxy voting decisions are made by the Proxy Voting Committee based on a review of the voting matter with the portfolio managers and if the Chief Investment Officer deems necessary with the Chief Executive Officer and/or the Board of Directors of the relevant RBC GAM Group entity. If any member of the Proxy Voting Committee is aware of a conflict of interest related to himself or herself and the exercise of the proxy voting rights, that member will excuse themselves from any discussions or decision making process concerning that proxy voting matter. Institutional Shareholder Services (“ISS”) provides proxy voting administration services. ISS makes a recommendation as to how each ballot item should be voted in accordance with the Proxy Voting Guidelines. Each recommendation is reviewed by an internal proxy analyst prior to the vote being submitted.

Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”)

Vaughan Nelson utilizes the services of a Proxy Service Provider to assist in voting proxies. Vaughan Nelson undertakes to vote all client proxies in a manner reasonably expected to ensure the client’s best interest is upheld and in a manner that does not subrogate the client’s best interest to that of Vaughan Nelson’s in instances where a material conflict exists. Vaughan Nelson has created a Proxy Voting Guideline (“Guideline”) believed to be in the best interest of clients relating to common and recurring issues found within proxy voting material. The Guideline is the work product of Vaughan Nelson’s Investment Committee and it considers the nature of the firm’s business, the types of securities being managed and other sources of information including, but not limited to, research provided by an independent research firm, internal research, published information on corporate governance and experience. The Guideline helps to ensure voting consistency on issues common amongst issuers and to serve as evidence that a vote was not the product of a conflict of interest but rather a vote in accordance with a pre-determined policy. However, in many recurring and common proxy issues a “blanket voting approach” cannot be applied. In these instances the Guideline indicates that such issues will be addressed on a case-by-case basis in consultation with a portfolio manager to determine how to vote the issue in the client’s best interest.

In executing its duty to vote proxies for the client, a material conflict of interest may arise. Vaughan Nelson does not envision a large number of situations where a conflict of interest would exist, if any, between it and the client given the nature of its business, client base, relationships and the types of securities managed. Notwithstanding, if a conflict of interest arises Vaughan Nelson will undertake to vote the proxy or proxy issue in the client’s continued best interest. This will be accomplished by either casting the vote in accordance with the Guideline, if the application of such policy to the issue at hand involves little discretion on Vaughan Nelson’s part, or casting the vote as indicated by the independent third-party research firm. Vaughan Nelson, as an indirect subsidiary of a Bank Holding Company, is restricted from voting the shares it has invested in banking entities on the fund’s behalf in instances where the aggregate ownership of all the Bank Holding Company’s investment management subsidiaries exceed 5% of the outstanding share class of a bank. Where the aggregate ownership described exceeds the 5% threshold, the firm will instruct ISS, an independent third party, to vote the proxies in line with ISS’s recommendation.

Finally, there may be circumstances or situations that may preclude or limit the manner in which a proxy is voted. These may include: 1) mutual funds—whereby voting may be controlled by restrictions within the fund or the actions of authorized persons, 2) international securities—whereby the perceived benefit of voting an international proxy does not outweigh the anticipated costs of doing so, 3) new accounts—instances where security holdings assumed will be sold in the near term thereby limiting any benefit to be obtained by a vote of proxy material, 4) small combined holdings/unsupervised securities—where the firm does not have a significant holding or basis on which to offer advice, 5) a security is out on loan, or 6) securities held on record date but not held on meeting date.

Wellington Management Company LLP (“Wellington Management”)

Wellington Management has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests of clients for whom it exercises proxy-voting discretion. Wellington Management’s Proxy Voting Guidelines (the “Guidelines”) set forth broad guidelines and positions on common proxy issues that Wellington Management uses in voting on proxies. In addition, Wellington Management also considers each proposal in the context of the issuer, industry and country or countries in which the issuer’s business is conducted. The Guidelines are not rigid rules and the merits of a particular proposal may cause Wellington Management to enter a vote that differs from the Guidelines.

STATEMENT OF POLICY

Wellington Management:

 

1)

Votes client proxies for which clients have affirmatively delegated proxy-voting authority, in writing, unless it determines that it is in the best interest of one or more clients to refrain from voting a given proxy.

 

2)

Votes all proxies in the best interests of the client for whom it is voting, i.e., to maximize economic value.

 

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3)

Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client.

RESPONSIBILITY AND OVERSIGHT

The Investment Research Group (“Investment Research”) monitors regulatory requirements with respect to proxy voting and works with the firm’s Legal and Compliance Group and the Investment Stewardship Committee to develop practices that implement those requirements. Investment Research also acts as a resource for portfolio managers and research analysts on proxy matters as needed. Day-to-day administration of the proxy voting process is the responsibility of Investment Research. The Investment Stewardship Committee is responsible for oversight of the implementation of the Global Proxy Policy and Procedures, review and approval of the Guidelines and for providing advice and guidance on specific proxy votes for individual issuers.

PROCEDURES

Use of Third-Party Voting Agent

Wellington Management uses the services of a third-party voting agent to manage the administrative aspects of proxy voting. The voting agent processes proxies for client accounts, casts votes based on the Guidelines and maintains records of proxies voted.

Receipt of Proxy

If a client requests that Wellington Management votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington Management or its voting agent.

Reconciliation

Each public security proxy received by electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic format, are voted as received, Wellington Management is not able to reconcile these proxies to holdings, nor does it notify custodians of non-receipt.

Research

In addition to proprietary investment research undertaken by Wellington Management investment professionals, Investment Research conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance and of current practices of specific companies.

Proxy Voting

Following the reconciliation process, each proxy is compared against the Guidelines, and handled as follows:

 

   

Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (i.e., “For”, “Against”, “Abstain”) are reviewed by Investment Research and voted in accordance with the Guidelines.

 

   

Issues identified as “case-by-case” in the Guidelines are further reviewed by Investment Research . In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or portfolio manager(s) for their input.

 

   

Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients’ proxies.

Wellington Management reviews regularly the voting record to ensure that proxies are voted in accordance with these Global Proxy Policy and Procedures and the Guidelines; and ensures that documentation and reports, for clients and for internal purposes, relating to the voting of proxies are promptly and properly prepared and disseminated.

Material Conflict of Interest Identification and Resolution Processes

Wellington Management’s broadly diversified client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest it faces in voting proxies. Annually, the Investment Stewardship Committee sets standards for identifying material conflicts based on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process. In addition, the Investment Stewardship Committee encourages all personnel to contact Investment Research about apparent conflicts of interest, even if the apparent conflict does not meet the published materiality criteria.

 

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Apparent conflicts are reviewed by designated members of the Investment Stewardship Committee to determine if there is a conflict and if so whether the conflict is material.

If a proxy is identified as presenting a material conflict of interest, the matter must be reviewed by designated members of the Investment Stewardship Committee, who will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Investment Stewardship Committee should convene.

OTHER CONSIDERATIONS

In certain instances, Wellington Management may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. While not exhaustive, the following are potential instances in which a proxy vote might not be entered.

Securities Lending

In general, Wellington Management does not know when securities have been lent out pursuant to a client’s securities lending program and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.

Share Blocking and Re-registration

Certain countries impose trading restrictions or requirements regarding re-registration of securities held in omnibus accounts in order for shareholders to vote a proxy. The potential impact of such requirements is evaluated when determining whether to vote such proxies.

Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs

Wellington Management may abstain from voting a proxy when the proxy statement or other available information is inadequate to allow for an informed vote, when the proxy materials are not delivered in a timely fashion or when, in Wellington Management’s judgment, the costs exceed the expected benefits to clients (such as when powers of attorney or consularization are required).

ADDITIONAL INFORMATION Wellington Management maintains records related to proxies pursuant to Rule 204-2 of the Investment Advisers Act of 1940 (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws. Wellington Management provides clients with a copy of its Global Proxy Policy and Procedures, including the Guidelines, upon written request. In addition, Wellington Management will make specific client information relating to proxy voting available to a client upon reasonable written request.

Western Asset Management Company, LLC (“WAMCO”)

As WAMCO is a fixed-income only manager, the occasion to vote proxies is very rare. In the unlikely event a proxy vote is required, and the voting rights have not been reserved by the plan fiduciary, it is WAMCO’s policy to vote solely in the interests of plan participants and beneficiaries and for the exclusive purpose of providing economic benefits to them.

All WAMCO-voted proxies are logged when received, and the materials are then distributed to an appropriate portfolio manager or analyst who makes recommendations for the specific vote. Upon receipt of these recommendations, a member of WAMCO’s compliance team will log the rationales, and vote the proxy as per the recommendations, in accordance with the Firm’s Proxy Policy and Procedures.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS

[    ] LLP (“[    ]”) serves as the Trust’s independent registered public accounting firm. The Trust’s financial statements as of June 30, 2019 have been audited by [    ] whose address is [    ]. Such financial statements and accompanying report are set forth in the Trust’s Annual Report to Shareholders, which accompanies this Statement of Additional Information and is incorporated herein by reference.

 

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RATINGS APPENDIX

RATINGS FOR CORPORATE DEBT SECURITIES

 

Moody’s Investors Service, Inc.    Standard & Poor’s Ratings Services
Aaa    AAA
Judged to be of the best quality; smallest degree of investment risk.    This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity to pay principal and interest.
Aa    AA
Judged to be of high quality by all standards; together with Aaa group, comprise what are generally known as “high grade bonds.”    Also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong.
A    A
Possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.    Strong capacity to pay principal and interest, although securities in this category are somewhat upper medium grade more susceptible to the adverse effects of changes in circumstances and economic conditions.
Baa    BBB
Medium grade obligations, i.e. they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for present but certain protective elements may be lacking or unreliable over time. Lacking in outstanding investment characteristics and have speculative characteristics as well.    Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Although they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category.
Ba    BB
Judged to have speculative elements: their future cannot be considered as well assured. Often the protection of interest and principal payments may every moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterize bonds in this class.    Bonds rated BB are regarded, on balance, as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.
B    B
Generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.    Bonds rated B have a greater vulnerability to default but currently have the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.
   The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating.
Caa    CCC
Of poor standing, such issues may be in default or there may be present elements of danger with respect to principal or interest.   

Bonds rated CCC have a current vulnerability to default, and are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, they are not likely to have the capacity to pay interest and repay principal.

 

The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.

 

133


Ca    CC
Represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.   

Bonds rated CC have a current high vulnerability to default, and are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal.

 

The rating CC is also applied to debt subordinated to senior debt which is assigned an actual or implied CCC debt rating.

C    C
The lowest rated class; can be regarded as having extremely poor prospects of ever attaining any real investment standing.    The rating C is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.
   CI
   Reserved for income bonds on which no interest is being paid.
   D
   In payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P’s believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

RATINGS FOR MUNICIPAL SECURITIES

The following summarizes the two highest ratings used by Standard & Poor’s Ratings Services for short term municipal notes:

SP-1—Loans bearing this designation evidence a very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a (+) designation.

SP-2—Loans bearing this designation evidence a satisfactory capacity to pay principal and interest.

The following summarizes the two highest ratings used by Moody’s Investors Service, Inc. for short term notes:

MIG-1—Obligations bearing these designations are of the best quality, enjoying strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing, or both.

MIG-1—Obligations bearing these designations are of the high quality, with margins of protection ample although not so large as in the preceding group.

RATINGS FOR COMMERCIAL PAPER

The following summarizes the two highest ratings used by Standard & Poor’s Ratings Services for commercial paper:

Commercial Paper rated A-1 by Standard & Poor’s Corporation indicated that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics are denoted A-1+. Capacity for timely payment on commercial paper rated A-2 is strong, but the relative degree of safety is not as high as for issues designated A-1.

 

134


The following summarizes the two highest ratings used by Moody’s Investors Service, Inc. for commercial paper:

The rating Prime-1 is the highest commercial paper rating assigned by Moody’s. Issuers rated Prime-1 (or related supporting institutions) are considered to have a superior capacity for repayment of short-term promissory obligations. Issuers rated Prime-2 (or related supporting institutions) are considered to have a strong capacity for repayment of short-term promissory obligations. This will

 

135


normally be evidenced by many of the characteristics of issuers rated Prime-1 but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternative liquidity is maintained.

The following summarizes the ratings used by Fitch for commercial paper:

When assigning ratings, Fitch considers the historical and prospective financial condition, quality of management, and operating performance of the issuer and of any guarantor, any special features of a specific issue or guarantee, the issue’s relationship to other obligations of the issuer, as well as developments in the economic and political environment that might affect the issuer’s financial strength and credit quality. In the case of a structured financing, the quality of its underlying assets and the integrity of its legal structure are considered. In the case of banks, for which sector there is a history of rescue by sovereign “lenders of last resort” or by major shareholders, the potential strength of any such support is also taken into account in the ratings.

FITCH, INC. (“Fitch Ratings”)

Corporate Finance Obligations—Long-Term Rating Scales

Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment. This notably applies to covered bonds ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.

The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%–50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower, or the same as that entity’s issuer rating or Issuer Default Rating (“IDR”).

AAA—Highest credit quality. ‘AAA’ denotes the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for timely 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 credit 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 credit 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 credit 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 credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B—Highly speculative. ‘B’ ratings indicate that material credit risk is present.

CCC—Substantial credit risk. ‘CCC’ ratings indicate that substantial credit risk is present.

CC—Very high levels of credit risk. ‘CC’ ratings indicate very high levels of credit risk.

C—Exceptionally high levels of credit risk. ‘C’ indicates exceptionally high levels of credit risk.

Defaulted obligations typically are not assigned ‘D’ ratings, but are instead rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

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’ obligation rating category, or to corporate finance obligation ratings in the categories below ‘B’.

 

136


The subscript ‘emr’ is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.

Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

F-1 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.

F-2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

F-3 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.

R-D Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

D- Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

 

137


STATEMENT OF ADDITIONAL INFORMATION

HC Strategic Shares

November 1, 2019

HC CAPITAL TRUST

FIVE TOWER BRIDGE, 300 BARR HARBOR DRIVE, 5th FLOOR

WEST CONSHOHOCKEN, PA 19428-2970

This Statement of Additional Information is designed to supplement information contained in the Prospectuses relating to HC Capital Trust (“Trust”). The Trust is an open-end, series, management investment company registered under the Investment Company Act of 1940, as amended (“Investment Company Act”). HC Capital Solutions serves as the overall investment adviser to the Trust under the terms of two discretionary investment advisory agreements. It generally oversees the services provided to the Trust. HC Capital Solutions is a separate operating division of Hirtle Callaghan & Co., LLC (the “Adviser”). This document although not a Prospectus, is incorporated by reference in its entirety in the Trust’s Prospectuses and should be read in conjunction with the Trust’s Prospectuses dated November 1, 2019. A copy of those Prospectuses is available by contacting the Trust at (800) 242-9596.

 

    

Ticker Symbol

The Value Equity Portfolio    HCVEX
The Institutional Value Equity Portfolio    HCIVX
The Growth Equity Portfolio    HCEGX
The Institutional Growth Equity Portfolio    HCIGX
The Small Capitalization—Mid Capitalization Equity Portfolio    HCCEX
The Institutional Small Capitalization—Mid Capitalization Equity Portfolio    HCSCX
The Real Estate Securities Portfolio    HCREX
The Commodity Returns Strategy Portfolio    HCCSX
The ESG Growth Portfolio    HCESX
The Catholic SRI Growth Portfolio    HCSRX
The International Equity Portfolio    HCIEX
The Institutional International Equity Portfolio    HCINX
The Emerging Markets Portfolio    HCEMX
The Core Fixed Income Portfolio    HCIIX
The Fixed Income Opportunity Portfolio    HCHYX
The U.S. Government Fixed Income Securities Portfolio    HCUSX
The Inflation Protected Securities Portfolio    HCPBX
The U.S. Corporate Fixed Income Securities Portfolio    HCXSX
The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio    HCASX
The Short-Term Municipal Bond Portfolio    HCSBX
The Intermediate Term Municipal Bond Portfolio    HCIMX
The Intermediate Term Municipal Bond II Portfolio    HCBSX

This Statement of Additional Information does not contain all of the information set forth in the registration statement filed by the Trust with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933. Copies of the registration statement may be obtained at a reasonable charge from the SEC or may be examined, without charge, at its offices in Washington, D.C. The Trust’s Annual Report to Shareholders dated June 30, 2019 accompanies this Statement of Additional Information and is incorporated herein by reference.

The date of this Statement of Additional Information is November 1, 2019.


TABLE OF CONTENTS

 

Statement of Additional Information Heading

  

Page

  

Corresponding Prospectus Heading

Management of the Trust

   3    Additional Information

Further Information About the Trust’s Investment Policies

   26    More Information about Fund Investments and Risks

Investment Restrictions

   62    More Information about Fund Investments and Risks

Additional Purchase and Redemption Information

   64    Additional Information

Portfolio Transactions and Valuation

   64    Additional Information

Additional Information about the Portfolio Managers

   69    Specialist Manager Guide

Dividends, Distributions and Taxes

   107    Additional Information

History of the Trust and Other Information

   113    Additional Information

Proxy Voting

   121    N/A

Independent Registered Public Accounting Firm and Financial Statements

   140    Financial Highlights

Ratings Appendix

   141    N/A


MANAGEMENT OF THE TRUST

GOVERNANCE. The Trust’s Board of Trustees (“Board”) currently consists of five members. A majority of the members of the Board are individuals who are not “interested persons” of the Trust within the meaning of the Investment Company Act; in the discussion that follows, these Board members are referred to as “Independent Trustees.” The remaining Board member is referred to as an “Interested Trustee.” Each Trustee serves until the election and qualification of his or her successor, unless the Trustee sooner resigns or is removed from office.

Day-to-day operations of the Trust are the responsibility of the Trust’s officers, each of whom is elected by, and serves at the pleasure of, the Board. The Board is responsible for the overall supervision and management of the business and affairs of the Trust and of each of the Trust’s separate investment portfolios (each, a “Portfolio” and collectively, the “Portfolios”), including the selection and general supervision of those investment advisory organizations (“Specialist Managers”) retained by the Trust to provide portfolio management services to the respective Portfolios. The Board also may retain new Specialist Managers or terminate particular Specialist Managers, if the Board deems it appropriate to do so in order to achieve the overall objectives of the Portfolio involved. More detailed information regarding the Trust’s use of a multi-manager structure appears in this Statement of Additional Information under the heading “Management of the Trust: Multi-Manager Structure.”

OFFICERS. The table below sets forth certain information about the Trust’s executive officers.

 

NAME, ADDRESS, AND AGE

  

POSITION(S)

HELD WITH

TRUST

  

TERM OF

OFFICE;

TERM

SERVED IN

OFFICE

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS

   NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN

Geoffrey A. Trzepacz

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken,

PA 19428

Born: 1975

   President   

Indefinite; President

since 12/11/18

   Mr. Trzepacz is currently the Chief Operating Officer (COO) of the Adviser since January 2018. Prior to January 2018, he served as COO for the Americas for Aberdeen Asset Management.    22

Colette Bergman

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken,

PA 19428

Born: 1970

  

Vice President &

Treasurer

  

Indefinite;

Since 6/12/12

  

Ms. Bergman is currently a

Director of the Adviser. She has been with the Adviser for more

than five years.

   22

Guy Talarico

Alaric Compliance Services,

LLC

150 Broadway, Suite 302

New York, NY 10038

Born: 1955

  

Chief Compliance

Officer

  

Indefinite;

Since 4/25/13

  

Mr. Talarico is President and CEO of Alaric Compliance Services, LLC and has been since the company’s inception in

2004.

   22

Umar Ehtisham

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken,

PA 19428

Born: 1981

   Liquidity Risk Officer   

Indefinite;

Since 12/1/18

   Mr. Ehtisham is currently the Chief Compliance & Risk Officer (CCO) of the Adviser since May 2018. Prior to January 2018, he served as Director & CCO at Cipperman Compliance Services (09/2014 – 05/2018) and Audit Manager at E*Trade Financial (01/2013 – 09/2014).   

Curtis Barnes

Citi Fund Services

4400 Easton Commons, Suite

200, Columbus, OH 43219

Born: 1953

   Secretary   

Indefinite;

Since 6/05/14

  

Mr. Barnes is a Senior Vice

President and has been with Citi Fund Services Ohio, Inc. since June 1995.

   22

 

3


INDEPENDENT TRUSTEES. The following table sets forth certain information about the Independent Trustees.

 

NAME, ADDRESS, AND AGE

  

POSITION(S)

HELD WITH

TRUST

  

TERM OF

OFFICE;

TERM

SERVED IN

OFFICE

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE
YEARS

   NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
  

OTHER

DIRECTORSHIPS

HELD BY

TRUSTEE*

John M. Dyer

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken,

PA 19428

Born: 1954

   Trustee   

Indefinite:

Since 6/18/19

   Mr. Dyer is currently a Board member of Cox Enterprises, Inc. (technology, communications and automotive services) (“Cox”) since 2010 and World Wide Technology (technology services) since 2019. Formerly, President and CEO of Cox (2014-2017)    22    None

Jarrett Burt Kling

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1943

   Trustee   

Indefinite;

Since 7/20/95

   For more than the past five years Mr. Kling has been a managing director of CBRE Clarion Securities, LLC, a registered investment adviser.    22    None

Harvey G. Magarick

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken,

PA 19428

Born: 1939

   Trustee   

Indefinite;

Since 7/01/04

   Mr. Magarick is retired. Prior to June 3, 2004, he was a partner in the accounting firm of BDO Seidman, LLP.    22   

Resource Apartment

REIT III, Inc.

R. Richard Williams

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1945

  

Trustee and

Chairman

  

Indefinite; Trustee

since 7/15/99;

Chairman

since 3/21/17

   Since 2000, Mr. Williams has been the owner of Seaboard Advisers (consulting services).    22   

Franklin Square Energy

and Power Fund

Richard W. Wortham, III

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA 19428

Born: 1938

   Trustee   

Indefinite;

Since 7/20/95

   Mr. Wortham is currently the Chairman and Chief Executive Officer of The Wortham Foundation and has been a Trustee for more than the past five years.    22   

Oncor Electric Delivery

Company LLC

INTERESTED TRUSTEE. The following table sets forth certain information about the Interested Trustee.

 

4


NAME, ADDRESS, AND AGE

  

POSITION(S)

HELD WITH

TRUST

  

TERM OF

OFFICE;

TERM

SERVED IN

OFFICE

  

PRINCIPAL OCCUPATION(S)

DURING PAST FIVE YEARS

   NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
  

OTHER

DIRECTORSHIPS

HELD BY

TRUSTEE*

Geoffrey A. Trzepacz **

Five Tower Bridge,

300 Barr Harbor Drive,

W. Conshohocken, PA

19428

Born: 1975

   Trustee and President   

Indefinite;

Since 1/1/19

   Mr. Trzepacz is currently the Chief Operating Officer (COO) of the Adviser since January 2018. Prior to January 2018, he served as COO for the Americas for Aberdeen Asset Management.    22    None

 

*

The information in this column relates only to directorships in companies required to file certain reports with the SEC under the various federal securities laws.

**

Mr. Trzepacz is considered to be “interested” as a result of his present positions with the Adviser or its affiliates.

The Independent Trustees identified in the table above, with the exception of Mr. Dyer, have served together on the Trust’s Board for 14 years. Taken as a whole, the Board represents a broad range of business and investment experience, as well as professional skills. Mr. Magarick has extensive experience in public accounting, tax and internal controls and was previously a Partner with BDO Seidman, LLP. Mr. Kling, who holds a B. S. from the Wharton School of The University of Pennsylvania, has over 40 years of experience in investment management and as a co-founder of CBRE Clarion Securities, LLC, has extensive experience in the distribution of investment products. Mr. Williams brings to the Board the experience of a long term business owner, having founded, owned and operated a company that became, during his tenure, the country’s largest distributor of certain industrial equipment, as well as a market leader in pharmaceutical, commercial construction and other business segments. Mr. Williams currently serves as the Board Chairman. Mr. Wortham has over three decades of executive management experience, having served as a Trustee of The Wortham Foundation, a private philanthropic foundation with assets of approximately $260 million. He is also a life trustee of the Museum of Fine Arts Houston, serving on the executive, finance, investment and audit committees, and is a director of a large electrical transmission and distribution company. Mr. Dyer brings to the Board more than 40 years’ experience in, including executive officer responsibilities as Chief Operating Officer, Chief Financial Officer and Chief Executive Officer of, one of the country’s largest communications, media and cable services providers, Cox Communications. Mr. Dyer currently serves on the Board of Cox. The Interested Trustee, Mr. Trzepacz, was Chief Operating Officer (“COO”) for the Americas for Aberdeen Asset Management prior to joining the Hirtle Callaghan organization, and has served as COO for companies affiliated with Hirtle Callaghan & Co., LLC since January, 2018.

COMMITTEES OF THE BOARD OF TRUSTEES. The Board has established three committees to assist the Trustees in fulfilling their oversight responsibilities.

The Nominating Committee is responsible for the nomination of individuals to serve as Independent Trustees. The Nominating Committee, whose members consist of all of the Independent Trustees, held two meetings during the fiscal year ended June 30, 2019. The Nominating Committee will consider persons submitted by security holders for nomination to the Board. Recommendations for consideration by the Nominating Committee should be sent to the Secretary of the Trust in writing, together with appropriate biographical information concerning each such proposed nominee, at the principal executive office of the Trust. When evaluating individuals for recommendation for Board membership, the Nominating Committee considers the candidate’s knowledge of the mutual fund industry, educational background and experience and the extent to which such experience and background would enable the Board to maintain a diverse mix of skills and qualifications.

The Governance Committee is to periodically review and, as appropriate, make recommendations to the Board regarding matters related to the governance of the Trust. The Governance Committee will, among other things, periodically review the size and composition of the Board, the independence of incumbent Independent Trustees, and the compensation of Board members, as well as oversee the annual Board self-assessment process, which includes a review of the backgrounds, professional experience, qualifications and skills of the Board members. Mr. Kling currently serves as the Governance Committee Chairman. The Governance Committee, whose members consist of all of the Independent Trustees, held four meetings during the fiscal year ended June 30, 2019.

The Audit Committee is responsible for overseeing the audit process and the selection of independent registered public accounting firms for the Trust, as well as providing assistance to the full Board in fulfilling its responsibilities as they relate to fund accounting, tax compliance and the quality and integrity of the Trust’s financial reports. The Audit Committee, whose members consist of all of the Independent Trustees, held three meetings during the fiscal year ended June 30, 2019. Mr. Magarick currently serves as the Audit Committee Chairman.

 

5


Compliance and Risk Oversight Process. The Trustees’ overall responsibility for identifying and overseeing the operational, business and investment risks inherent in the operation of the Trust is handled by the Board as a whole and by the Board’s Audit Committee, particularly with respect to accounting matters. To assist them in carrying out their oversight responsibilities, the Trustees receive, in connection with each of the Board’s regular quarterly meetings, regular reports from the Trust’s Administrator with respect to portfolio compliance, fund accounting matters and matters relating to the computation of the Trust’s net asset value per share. The Trustees also receive reports, at least quarterly, as well as an annual assessment of the Trust’s overall compliance program, from the Trust’s Chief Compliance Officer or “CCO.” These reports, together with presentations provided to the Board at its regular meetings and regular compliance conference calls among the Advisor, the CCO and the Chair of the Board’s Audit Committee held each month in which there is not a quarterly Board meeting, are designed to keep the Board informed with respect to the effectiveness of the Trust’s overall compliance program, including compliance with stated investment strategies, and to help ensure that the occurrence of any event or circumstance that may have a material adverse effect on the Trust are brought promptly to the attention of the Board and that appropriate action is taken to mitigate any such adverse effect. Additionally, both the Board and the Audit Committee meet at least annually with the Trust’s independent public accounting firm. As indicated above, the Audit Committee is comprised solely of Independent Trustees and the Audit Committee and its Chair are regular participants in the compliance and risk oversight process. Mr. Williams, an Independent Trustee, has served as Chairman of the Board since March 2017.

COMPENSATION ARRANGEMENTS. Prior to January 1, 2019, Laura Anne Corsell served as Interested Trustee. Effective January 1, 2019, Mr. Trzepacz was elected by the Board to serve as an Interested Trustee who is not compensated by the Trust. Effective March 26, 2019 and retroactive for each Independent Trustee to January 1, 2019, the Independent Trustees, are each entitled to receive from the Trust (i) a $92,500 retainer per year, payable quarterly; (ii) $10,000 for each regular or special in—person Board meeting attended; (iii) $3,000 for each Committee meeting attended (except if multiple committee meetings are held at the time of a quarterly Board meeting, there would be only one $3,000 committee fee payment); and (iv) $2,500 for each regular or special telephonic meeting attended, plus reimbursement for reasonable out-of-pocket expenses incurred in connection with the Trustee’s attendance at such meetings. The Board Chairman and the Audit Committee Chairman each receives an additional $10,000 annual fee. The Governance Committee Chairman receives an additional $5,000 annual fee. Prior to March 26, 2019, the then Trustees (including former Trustee Corsell prior to January 1, 2019) were each entitled to receive from the Trust (i) a $87,500 retainer per year, payable quarterly; (ii) $10,000 for each regular or special in-person Board meeting attended; (iii) $3,000 for each Committee meeting attended (except if multiple committee meetings are held at the time of a quarterly Board meeting, there would be only one $3,000 committee fee payment); and (iv) $2,500 for each regular or special telephonic meeting attended, plus reimbursement for reasonable out-of-pocket expenses incurred in connection with the Trustee’s attendance at such meetings. The Audit Committee Chairman receives an additional $10,000 annual fee. The Board Chairman receives an additional $10,000 annual fee and the Governance Committee Chairman receives an additional $5,000 annual fee. The Trust’s officers receive no compensation directly from the Trust for performing the duties of their respective offices. Under a Compliance Services Agreement (“Compliance Agreement”) between the Trust and Alaric Compliance Services, LLC (“Alaric”), Alaric makes an Alaric employee available to serve as the Trust’s CCO. For the services provided under the Compliance Agreement, the Trust currently pays Alaric $160,000 per annum, plus certain out of pocket expenses. Alaric pays the salary and other compensation earned by any such individuals as employees of Alaric. The table below shows the aggregate compensation received from the Trust by each of the Trustees during the fiscal year ending June 30, 2019 (excluding reimbursed expenses) and reflects the above compensation arrangements prior to January 1, 2019.

[Table to be updated in 485b filing]

 

NAME

  AGGREGATE
COMPENSATION
FROM TRUST
    PENSION RETIREMENT
BENEFITS FROM
TRUST
    ESTIMATED BENEFITS
UPON RETIREMENT
FROM TRUST
    TOTAL
COMPENSATION
FROM TRUST
 

Laura Anne Corsell*

  $ 125,000       none       none     $ 125,000  

John M. Dyer

    **       **       **       **  

Jarrett Burt Kling

  $ 144,750       none       none     $ 144,750  

Harvey G. Magarick

  $ 148,500       none       none     $ 148,500  

R. Richard Williams

  $ 148,500       none       none     $ 148,500  

Richard W. Wortham, III

  $ 138,500       none       none     $ 138,500  

Geoffrey A. Trzepacz**

    N/A       N/A       N/A       N/A  

 

*

Ms. Corsell served as an “interested” Trustee until December 31, 2018.

**

Mr. Dyer became an Interested Trustee on June 18, 2019.

***

As noted above, Mr. Trzepacz receives no compensation from the Trust as Interested Trustee.

TRUSTEE OWNERSHIP OF SECURITIES OF HC CAPITAL TRUST. The table below sets forth the extent of each Trustee’s beneficial interest in shares of the Portfolios as of December 31, 2018 unless indicated otherwise. For purposes of this table, beneficial

 

6


interest includes any direct or indirect pecuniary interest in securities issued by the Trust and includes shares of any of the Trust’s Portfolios held by members of a Trustee’s immediate family. As of October [ ], 2019, all of the officers and Trustees of the Trust own, in the aggregate, less than one percent of the outstanding shares of the respective Portfolios of the Trust; officers and Trustees of the Trust may, however, be investment advisory clients of the Adviser and shareholders of the Trust.

[Table to be updated in 485b filing]

 

     JOHN
M. DYER
     JARRETT
BURT
KLING
   HARVEY G.
MAGARICK
   GEOFFREY
A. TRZEPACZ
   R. RICHARD
WILLIAMS
   RICHARD W.
WORTHAM, III*

The Value Equity Portfolio

      b    e       e    a

The Institutional Value Equity Portfolio

      a    e       a    a

The Growth Equity Portfolio

      b    e       e    a

The Institutional Growth Equity Portfolio

      a    e       a    a

The Small Capitalization—Mid Capitalization Equity Portfolio

      b    c       a    a

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

      a    c       a    a

The Real Estate Securities Portfolio

      a    a       a    a

The Commodity Returns Strategy Portfolio

      b    a       e    a

The ESG Growth Portfolio

      a    a       a    a

The Catholic SRI Growth Portfolio

      a    a       a    a

The International Equity Portfolio

      b    e       e    a

The Institutional International Equity Portfolio

      a    e       a    a

The Emerging Markets Portfolio

      b    e       e    a

The Core Fixed Income Portfolio

      a    e       a    a

The Fixed Income Opportunity Portfolio

      a    e       a    a

 

7


     JOHN
M. DYER
     JARRETT
BURT
KLING
   HARVEY G.
MAGARICK
   GEOFFREY
A. TRZEPACZ
   R. RICHARD
WILLIAMS
   RICHARD W.
WORTHAM, III*

The U.S. Government Fixed Income Securities Portfolio

      a    a       a    a

The Inflation Protected Securities Portfolio

      a    a       a    a

The U.S. Corporate Fixed Income Securities Portfolio

      a    a       a    a

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

      a    a       a    a

The Short-Term Municipal Bond Portfolio

      a    b       a    a

The Intermediate Term Municipal Bond Portfolio

      a    e       a    a

The Intermediate Term Municipal Bond II Portfolio

      a    c       a    a

AGGREGATE DOLLAR RANGE OF TRUST SHARES

      d    e       e    a

NOTE:

a = None

b = $1 - $10,000

c = $10,001 - $50,000

d = $50,001 - $100,000

e = Over $100,000

 

*

Mr. Wortham serves as a trustee for the Wortham Foundation which held shares as of December 31, 2018 of [over $100,000] in The Emerging Markets Portfolio. Mr. Wortham has no beneficial interest in the Foundation.

MULTI-MANAGER STRUCTURE. As noted in the Prospectuses, each of the Trust’s Portfolios is authorized to operate on a “multi-manager” basis. This means that a single Portfolio may be managed by more than one Specialist Manager. In selecting Specialist Managers, the Adviser seeks to identify and retain Specialist Managers who have achieved and will continue to achieve superior investment records relative to selected benchmarks; (b) pair Specialist Managers that have complementary investment styles; (c) monitor Specialist Managers’ performance and adherence to stated styles; and (d) effectively allocate Portfolio assets among Specialist Managers. At present, each Portfolio except the U.S. Government Fixed Income Securities, Inflation Protected Securities, U.S. Mortgage/Asset Backed Fixed Income Securities and Short-Term Municipal Bond Portfolios employs the multi-manager structure.

Engagement and Termination of Specialist Managers. The Board is responsible for making decisions with respect to the engagement and/or termination of Specialist Managers based on a continuing quantitative and qualitative evaluation of their skills and proven abilities in managing assets pursuant to specific investment styles. While superior performance is regarded as the ultimate goal, short- term performance by itself is not a significant factor in selecting or terminating Specialist Managers. From time to time, the Adviser may recommend, and the Board may consider, terminating the services of a Specialist Manager. The criteria for termination may include, but are not limited to, the following: (a) departure of key personnel from the Specialist Manager’s firm; (b) acquisition of the Specialist Manger by a third party; (c) change in or departure from investment style, or (d) prolonged poor performance relative to the relevant benchmark index.

The Board’s authority to retain Specialist Managers is subject to the provisions of Section 15(a) of the Investment Company Act. Section 15(a) prohibits any person from serving as an investment adviser to a registered investment company unless the written contract has been approved by the shareholders of that company. Rule 15a-4 under the Investment Company Act (“Rule 15a-4”), however, provides for an exception from the provisions of Section 15(a). Rule 15a-4 permits an adviser to provide advisory services to an investment company before shareholder approval is obtained pursuant to the terms of an interim agreement in the event that a prior advisory contract is terminated by action of such company’s board; in such case, a new contract must be approved by such shareholders within 150 days of the effective date of the interim agreement, or such interim agreement will terminate. The Trust has relied upon the provisions of Rule 15a-4 from time to time, as more fully discussed in this Statement of Additional Information under the heading “Management of the Trust: Investment Advisory Arrangements.” Additionally, the Trust has received an order from the SEC that exempts the Trust from the provisions of Section 15(a) and certain related provisions of the Investment Company Act under certain circumstances. This order permits the Trust to enter into portfolio management agreements with Specialist Managers upon the approval of the Board but without submitting such contracts for the approval of the shareholders of the relevant Portfolio. The shareholders of each Portfolio have approved this structure. Unless otherwise permitted by law, the Board will not act in reliance upon such order with respect to any new Portfolio unless the approval of the shareholders of that Portfolio is first obtained. The SEC has proposed a rule that, if adopted, would provide relief from Section 15(a) similar to that currently available only by SEC order. The Board may consider relying upon this rule, if adopted, in connection with the Trust’s multi-manager structure.

 

8


Allocation of Assets Among Specialist Managers. The Adviser is responsible for determining the level of assets that will be allocated among the Specialist Managers in those Portfolios that are served by two or more Specialist Managers. The Adviser and the Trust’s officers monitor the performance of both the overall Portfolio and of each Specialist Manager and, from time to time, may make changes in the allocation of assets to the Specialist Managers that serve a particular Portfolio. For example, a reallocation may be made in the event that a Specialist Manager experiences variations in performance as a result of factors or conditions that affect the particular universe of securities emphasized by that investment manager, as a result of personnel changes within the manager’s organization or in connection with the engagement or termination of an additional Specialist Manager for a particular Portfolio.

INVESTMENT ADVISORY ARRANGEMENTS. The services provided to the Trust by the Adviser and by the various Specialist Managers are governed under the terms of written agreements, in accordance with the requirements of the Investment Company Act. Each of these agreements is described below.

The HC Capital Agreements. The services provided to the Trust by the Adviser, described above and in the Prospectuses, are governed under the terms of two written agreements with the Trust (“HC Capital Agreements”).

Each HC Capital Agreement provides for an initial term of two years. Thereafter, each HC Capital Agreement remains in effect from year to year so long as such continuation is approved, at a meeting called for the purpose of voting on such continuance, at least annually (i) by the vote of a majority of the Board or the vote of the holders of a majority of the outstanding securities of the Trust within the meaning of Section 2(a)(42) of the Investment Company Act; and (ii) by a majority of the Independent Trustees, by vote cast in person. Each of the HC Capital Agreements may be terminated at any time, without penalty, either by the Trust or by the Adviser, upon sixty days written notice and will automatically terminate in the event of its assignment as defined in the Investment Company Act. The HC Capital Agreements permit the Trust to use the logos and/or trademarks of the Adviser. In the event, however, that the HC Capital Agreements are terminated, the Adviser has the right to require the Trust to discontinue any references to such logos and/or trademarks and to change the name of the Trust as soon as is reasonably practicable. The HC Capital Agreements further provide that the Adviser will not be liable to the Trust for any error, mistake of judgment or of law, or loss suffered by the Trust in connection with the matters to which the HC Capital Agreements relate (including any action of any officer of the Adviser or employee in connection with the service of any such officer or employee as an officer of the Trust), whether or not any such action was taken in reliance upon information provided to the Trust by the Adviser, except losses that may be sustained as a result of willful misfeasance, reckless disregard of its duties, bad faith or gross negligence on the part of the Adviser.

 

9


The dates of the Board and shareholder approvals of the HC Capital Agreements with respect to each Portfolio are set forth as follows:

 

    

MOST RECENT CONTRACT APPROVAL

AGREEMENT RELATING TO:

  

SHAREHOLDERS

  

BOARD

The Value Equity Portfolio

   December 27, 2006    March 26, 2019

The Institutional Value Equity Portfolio

   July 18, 2008    March 26, 2019

The Growth Equity Portfolio

   December 27, 2006    March 26, 2019

The Institutional Growth Equity Portfolio

   August 8, 2008    March 26, 2019

The Small Capitalization—Mid Capitalization Equity Portfolio

   December 27, 2006    March 26, 2019

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

   August 15, 2008    March 26, 2019

The Real Estate Securities Portfolio

   May 14, 2009    March 26, 2019

The Commodity Returns Strategy Portfolio

   June 2, 2010    March 26, 2019

The ESG Growth Portfolio

   July 13, 2015    March 26, 2019

The Catholic SRI Growth Portfolio

   January 4, 2016    March 26, 2019

The International Equity Portfolio

   December 27, 2006    March 26, 2019

The Institutional International Equity Portfolio

   November 20, 2009    March 26, 2019

The Emerging Markets Portfolio

   December 10, 2009    March 26, 2019

The Core Fixed Income Portfolio

   December 27, 2006    March 26, 2019

The Fixed Income Opportunity Portfolio

   December 27, 2006    March 26, 2019

The U.S. Government Fixed Income Securities Portfolio

   November 22, 2010    March 26, 2019

The Inflation Protected Securities Portfolio

   February 24, 2014    March 26, 2019

The U.S. Corporate Fixed Income Securities Portfolio

   November 22, 2010    March 26, 2019

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

   November 22, 2010    March 26, 2019

The Short-Term Municipal Bond Portfolio

   December 27, 2006    March 26, 2019

The Intermediate Term Municipal Bond Portfolio

   December 27, 2006    March 26, 2019

The Intermediate Term Municipal Bond II Portfolio

   July 13, 2010    March 26, 2019

Portfolio Management Contracts with Specialist Managers. The provision of portfolio management services by the various Specialist Managers is governed by individual investment advisory contracts (each, a “Portfolio Management Contract”) between the relevant Specialist Manager and the Trust. Each of the Portfolio Management Contracts includes a number of similar provisions. Each Portfolio Management Contract provides that the named Specialist Manager will, subject to the overall supervision of the Board, provide a continuous investment program for the assets of the Portfolio to which such contract relates, or that portion of such assets as may be, from time, to time allocated to such Specialist Manager. Under their respective contracts, each Specialist Manager is responsible for the provision of investment research and management of all investments and other instruments and the selection of brokers and dealers through which securities transactions are executed. Each of the contracts provides that the named Specialist Manager will not be liable to the Trust for any error of judgment or mistake of law on the part of the Specialist Manager, or for any loss sustained by the Trust in connection with the purchase or sale of any instrument on behalf of the named Portfolio, except losses that may be sustained as a result of willful misfeasance, reckless disregard of its duties, bad faith or gross negligence on the part of the named Specialist Manager. Each of the Portfolio Management Contracts provides that it will remain in effect for an initial period of two years and then from year to year so long as such continuation is approved, at a meeting called to vote on such continuance, at least annually: (i) by the vote of a majority of the Board or the vote of the holders of a majority of the outstanding securities of the Trust within the meaning of Section 2(a)(42) of the Investment Company Act; and (ii) by a majority of the Independent Trustees, by vote cast in person, and further, that the contract may be terminated at any time, without penalty, either by the Trust or by the named Specialist Manager, in each case upon sixty days’ written notice. Each of the Portfolio Management Contracts provides that it will automatically terminate in the event of its assignment, as that term is defined in the Investment Company Act.

 

10


The Portfolio Management Contracts and the Portfolios to which they relate are listed on the following pages:

 

PORTFOLIO

  

SPECIALIST MANAGER

  

SERVED
PORTFOLIO
SINCE

   MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
   MOST RECENT
CONTRACT
APPROVAL
BOARD
The Value Equity Portfolio   

Mellon Investments

Corporation (“Mellon”)***

   August 2, 2013    August 2, 2013    December 11, 2018
  

Cadence Capital

Management LLC

(“Cadence”)

   August 20, 2013    September 30, 2013    September 11, 2018
  

Parametric Portfolio

Associates LLC

(“Parametric”)—Defensive

Equity Strategy

   July 18, 2014    July 18, 2014    June 18, 2019
  

Parametric—Liquidity

Strategy

   March 19, 2015    Not Applicable    June 18, 2019
  

Parametric—Targeted

Strategy

   June 14, 2016    Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018    Not Applicable    March 26, 2018

The Institutional Value Equity Portfolio

   Mellon***    August 2, 2013    August 2, 2013    December 11, 2018
   Cadence    August 20, 2013    September 30, 2013    September 11, 2018
   Pacific Investment Management Company LLC (“PIMCO”)    April 22, 2009    December 5, 2008    June 18, 2019
   Parametric-Defensive Equity Strategy    July 18, 2014    July 18, 2014    June 18, 2019
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   PIMCO-Parametric—RAFI US Multifactor Strategy†    December 20, 2018    Not Applicable    December 11, 2018
The Growth Equity Portfolio    Jennison Associates LLC (“Jennison”)    August 25, 1995    April 30, 2012    June 18, 2019
   Mellon***    August 2, 2013    August 2, 2013    December 11, 2018
   Cadence    September 30, 2013    September 30, 2013    September 11, 2018
   Parametric—Defensive Equity Strategy    July 18, 2014    July 18, 2014    June 18, 2019
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018    Not Applicable    June 18, 2019

The Institutional

Growth Equity

Portfolio

   Jennison    Inception
(August 8, 2008)
   April 30, 2012    June 18, 2019
   Mellon***    August 2, 2013    August 2, 2013    December 11, 2018
   Cadence    September 30, 2013    September 30, 2013    September 11, 2018
   PIMCO    April 22, 2009    December 5, 2008    June 18, 2019
   Parametric—Defensive Equity Strategy    July 18, 2014    July 18, 2014    June 18, 2019
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   PIMCO-Parametric—RAFI US Multifactor Strategy†    December 20, 2018    Not Applicable    December 11, 2018

 

11


PORTFOLIO

  

SPECIALIST MANAGER

  

SERVED
PORTFOLIO
SINCE

   MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
   MOST RECENT
CONTRACT
APPROVAL
BOARD
The Small Capitalization—Mid Capitalization Equity Portfolio    Frontier Capital Management Company, LLC (“Frontier”)    Inception
(September 5, 1995)
   Not Applicable    September 11, 2018
   Mellon***    August 2, 2013    August 2, 2013    December 11, 2018
   Cadence    September 30, 2013    September 30, 2013    September 11, 2018
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018    Not Applicable    March 26, 2019
The Institutional Small Capitalization—Mid Capitalization Equity Portfolio    Frontier    Inception
(August 15, 2008)
   Not Applicable    September 11, 2018
   Mellon***    August 2, 2013    August 2, 2013    December 11, 2018
   Cadence    September 30, 2013    September 30, 2013    September 11, 2018
   Parametric—Liquidity Strategy    March 10, 2015    Not Applicable    June 26, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 26, 2019
The Real Estate Securities Portfolio    Wellington Management Company LLP (“Wellington Management”)    May 21, 2009    May 14, 2009    December 5, 2017
   Mellon***    August 2, 2013    August 2, 2013    March 26, 2019
   Cadence    September 30, 2013    September 30, 2013    September 11, 2018
   Parametric—Liquidity Strategy    March 19, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
The Commodity Returns Strategy Portfolio    Wellington Management    Inception (June 8, 2010)    June 2, 2010    December 11, 2018
   PIMCO    Inception (June 3, 2011)    June 3, 2011    June 18, 2019
   Mellon***    August 2, 2013    August 2, 2013    March 26, 2019
   Cadence    September 30, 2013    September 30, 2013    September 11, 2018
   Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”)    March 29, 2016    Not Applicable    June 18, 2019
   Parametric—Liquidity Strategy    March 10, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018    Not Applicable    March 26, 2019
The ESG Growth Portfolio    Agincourt Capital Management, LLC (“Agincourt”)    July 13, 2015    Not Applicable    March 26, 2019
   Mellon***    July 13, 2015    Not Applicable    June 18, 2019
   Parametric—Liquidity Strategy    July 13, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019

 

12


PORTFOLIO

  

SPECIALIST MANAGER

  

SERVED
PORTFOLIO
SINCE

   MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
   MOST RECENT
CONTRACT
APPROVAL
BOARD
The Catholic SRI Growth Portfolio    Agincourt    January 4, 2016    Not Applicable    March 26, 2019
   Mellon***    January 4, 2016    Not Applicable    June 18, 2019
   Parametric—Liquidity Strategy    January 4, 2016    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
The International Equity Portfolio    Artisan Partners Limited Partnership (“Artisan Partners”)    July 23, 1999    May 30, 2008    December 11, 2018
   Causeway Capital Management LLC (“Causeway”)    May 22, 2006    May 15, 2006    December 11, 2018
   Mellon***    August 2, 2013    August 2, 2013    March 26, 2019
   Cadence—Emerging    August 8, 2014    September 30, 2013    September 11, 2018
   Cadence—Developed    August 8, 2014    Not Applicable    September 11, 2018
   City of London Investment Management Company Limited (“CLIM”)    January 23, 2015    January 23, 2015    March 26, 2019
   Parametric—Liquidity Strategy    March 10, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018    Not Applicable    March 26, 2019
The Institutional International Equity Portfolio    Artisan Partners    Inception
(November 20, 2009)
   November 20, 2009    December 11, 2018
   Causeway    Inception
(November 20, 2009)
   November 20, 2009    December 11, 2018
  

Lazard Asset

Management LLC

(“Lazard”)

   September 27, 2011    September 23, 2011    December 11, 2018
   Mellon***    August 2, 2013    August 2, 2013    March 26, 2019
   Cadence- Emerging    August 8, 2014    September 30, 2013    June 18, 2019
   Cadence- Developed    August 8, 2014    Not Applicable    June 18, 2019
   CLIM    January 23, 2015    January 23, 2015    March 26, 2019
   Parametric—Liquidity Strategy    March 10, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
The Emerging Markets Portfolio    Mellon (Active)***    March 16, 2010    December 10, 2009    March 26, 2019
   Mellon (Passive)***    August 2, 2013    August 2, 2013    March 26, 2019
   Cadence    September 30, 2013    September 30, 2013    September 11, 2018
   CLIM    January 23, 2015    January 23, 2015    March 26, 2019
   Parametric—Liquidity Strategy    March 10, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
   Parametric—Tax-Managed Custom Core Strategy    March 13, 2018    Not applicable    March 26, 2019
   RBC Global Asset Management (UK) Limited (“RBC GAM”)    July 29, 2016    July 29, 2016    December 11, 2018
The Core Fixed Income Portfolio    Mellon***    December 6, 2010    November 30, 2010    March 26, 2019
   Agincourt    March 10, 2015    Not Applicable    March 26, 2019
The Fixed Income Opportunity Portfolio    Mellon***    August 22, 2013    Not Applicable    March 26, 2019
  

Fort Washington

Investment Advisors, Inc. (“Fort Washington”)

   May 24, 2012    April 30, 2012    March 26, 2019

 

13


PORTFOLIO

  

SPECIALIST MANAGER

  

SERVED
PORTFOLIO
SINCE

   MOST RECENT
CONTRACT
APPROVAL
SHAREHOLDERS
   MOST RECENT
CONTRACT
APPROVAL
BOARD
   Western Asset Management Company, LLC (“WAMCO”)    July 28, 2014    August 29, 2014*    March 26, 2019
   CLIM    November 3, 2014    January 23, 2015**    March 26, 2019
   Parametric—Liquidity Strategy    March 10, 2015    Not Applicable    June 18, 2019
   Parametric—Targeted Strategy    June 14, 2016    Not Applicable    June 18, 2019
The U.S. Government Fixed Income Securities Portfolio    Mellon***    December 6, 2010    November 22, 2010    March 26, 2019
The Inflation Protected Securities Portfolio    Mellon    February 24, 2014    Not Applicable    March 26, 2019
The U.S. Corporate Fixed    Agincourt    March 10, 2015    Not Applicable    March 26, 2019
Income Securities Portfolio    Mellon***    August 22, 2013    Not Applicable    March 26, 2019
The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio    Mellon***    January 8, 2013    Not Applicable    March 26, 2019
The Short-Term Municipal Bond Portfolio    Breckinridge Capital Advisors, Inc. (“Breckinridge”)    March 1, 2006    February 28, 2006    March 26, 2019
The Intermediate Term Municipal Bond Portfolio    Mellon***    December 5, 2008    February 6, 2009    March 26, 2019
   CLIM****    June 12, 2018    July 27, 2018    June 18, 2019
The Intermediate Term Municipal Bond II Portfolio    Breckinridge    July 13, 2010    July 13, 2010    March 26, 2019
   CLIM****    June 12, 2018    July 27, 2018    June 18, 2019

 

*

Prior to August 29, 2014 and in reliance on an order issued by the Securities and Exchange Commission, the Trust has entered into the Portfolio Management Agreement based solely on the approval of the Board and without direct approval by the shareholders of the Portfolio. On August 29, 2014, shareholders of the Portfolio approved a new Portfolio Management Agreement that provided for an increase in the Specialist Manager fee to 0.75% payable to WAMCO beginning August 29, 2014.

**

Prior to January 23, 2015 and in reliance on Rule 15a-4, the Trust had entered into an Interim Portfolio Management Agreement based solely on the approval of the Board and without direct approval by the shareholders of the Portfolio. On January 23, 2015, shareholders of the Portfolio approved a final Portfolio Management Agreement having identical terms as those of the Interim Portfolio Management agreement dated November 3, 2014.

***

Effective January 2, 2019, BNY Mellon Asset Management North America Corporation changed its name to Mellon Investments Corporation. Prior to February 1, 2018, BNY Mellon AMNA was formerly known as Mellon Capital Management Corporation (“Mellon Capital”) which reorganized to combine and include two other BNY Mellon-Affiliated Specialist Managers, Standish Mellon Asset Management Company, LLC (“Standish”) and The Boston Company Asset Management LLC (“TBCAM”) (the “BNY Mellon Reorganization”). Prior to the BNY Mellon Reorganization, (i) TBCAM served as a Specialist Manager for the portion of The Emerging Markets Portfolio allocated to TBCAM and (ii) Standish served as a Specialist Manager for The Intermediate Term Municipal Bond Portfolio. With respect to The Emerging Markets Portfolio, Mellon (Active) represents the actively managed strategy services formerly provided by TBCAM and Mellon (Passive) represents the

 

14


 

passively managed strategy services formerly provided by Mellon Capital. Effective March 26, 2019, the Emerging Markets Portfolio’s Portfolio Management Agreement with Mellon (formerly TBCAM) with respect to actively managed strategy services was terminated.

****

In reliance on an order issued by the Securities and Exchange Commission, the Trust entered into the Portfolio Management Agreement based solely on the approval of the Board and without direct approval by the shareholders of the Portfolio. On July 27, 2018, shareholders of the Portfolio approved an amendment to the Portfolio Management Agreement.

The Portfolio entered into the Portfolio Management Agreement with PIMCO, as Specialist Manager. The Sub-adviser Agreement between Specialist Manager PIMCO and sub-adviser Parametric addresses terms with respect to services to be rendered to the Portfolio.

INVESTMENT ADVISORY FEES: The following table sets forth the advisory fees received by the Adviser from each of the Portfolios, calculated at an annual rate of 0.05% of each of the Portfolio’s average daily net assets, for services rendered during the periods indicated (amounts in thousands).

 

     FISCAL YEAR
ENDED
June 30, 2019
     FISCAL YEAR
ENDED
June 30, 2018
     FISCAL YEAR
ENDED
June 30, 2017
 

The Value Equity Portfolio

      $ 310      $ 304  

The Institutional Value Equity Portfolio

      $ 432      $ 377  

The Growth Equity Portfolio

      $ 407      $ 386  

The Institutional Growth Equity Portfolio

      $ 567      $ 496  

The Small Capitalization—Mid Capitalization Equity Portfolio

      $ 55      $ 53  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

      $ 79      $ 71  

The Real Estate Securities Portfolio

      $ 62      $ 59  

The Commodity Returns Strategy Portfolio

      $ 427      $ 431  

The ESG Growth Portfolio

      $ 80      $ 67  

The Catholic SRI Growth Portfolio

      $ 15      $ 12  

The International Equity Portfolio

      $ 653      $ 604  

The Institutional International Equity Portfolio

      $ 1,305      $ 1,143  

The Emerging Markets Portfolio

      $ 902      $ 854  

The Core Fixed Income Portfolio

      $ 40      $ 44  

The Fixed Income Opportunity Portfolio

      $ 342      $ 330  

The U.S. Government Fixed Income Securities Portfolio

      $ 109      $ 107  

The Inflation Protected Securities Portfolio

      $ 189      $ 180  

The U.S. Corporate Fixed Income

Securities Portfolio

      $ 134      $ 127  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

      $ 96      $ 92  

The Short-Term Municipal Bond Portfolio

      $ 15      $ 9  

The Intermediate Term Municipal Bond Portfolio

      $ 197      $ 195  

The Intermediate Term Municipal Bond II Portfolio

      $ 39      $ 37  

 

15


SPECIALIST MANAGER FEES. In addition to the fees paid by the Trust to the Adviser, each of the Portfolios pays a fee to its Specialist Manager(s). For each Portfolio, the Specialist Managers receive a fee based on a specified percentage of that portion of the Portfolio’s assets allocated to that Specialist Manager. The rate at which these fees are calculated is set forth in the Trust’s Prospectuses. The following table sets forth the actual investment advisory fee received from the specified Portfolio by each of its respective Specialist Managers for services rendered during each of the Trust’s last three fiscal years (amounts in thousands):

 

PORTFOLIO    SPECIALIST MANAGER   2019      2018      2017  

The Value Equity Portfolio

   AllianceBernstein(1)                       $ 567      $ 690  
   Mellon(5)      $ 34      $ 36  
   Cadence(20)      $ 196      $ 189  
   Parametric(21)      $ 84      $ 43  

The Institutional Value Equity Portfolio

   AllianceBernstein(1)      $ 763      $ 906  
   PIMCO(13)        **        **  
   Mellon (5)      $ 123      $ 49  
   Cadence(20)      $ 237      $ 211  
   Parametric(21)      $ 53      $ 57  

The Growth Equity Portfolio

   Jennison(2)      $ 538      $ 464  
   SGA(3)      $ 604      $ 740  
   Mellon (5)      $ 194      $ 189  
   Cadence(20)        **        **  
   Parametric(21)      $ 104      $ 44  

The Institutional Growth Equity Portfolio

   Jennison(2)      $ 750      $ 572  
   SGA(3)      $ 623      $ 727  
   PIMCO(13)        **        **  
   BNY Mellon
AMNA(5)
     $ 383      $ 290  
   Cadence(20)        **        **  
   Parametric(21)      $ 26      $ 50  

The Small Capitalization—Mid Capitalization Equity Portfolio

   Frontier(4)      $ 173      $ 150  
   Mellon(5)      $ **      $ 1  
   RMB/
IronBridge(6)
     $ 177      $ 253  
   Pzena(7)      $ 78      $ 69  
   Ariel(19)      $ 69      $ 66  
   Advisory
Research/
Cupps(16)
     $ 139      $ 120  
   Cadence(20)        **        **  
   Parametric(21)      $ 20      $ 13  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

   Frontier(4)      $ 250      $ 210  
   Mellon(5)      $ 9      $ 1  
   RMB/
IronBridge(6)
     $ 318      $ 377  
   Pzena(7)      $ 86      $ 80  
   Ariel(19)        **        **  
   Advisory
Research/
Cupps(16)
     $ 204      $ 166  
   Cadence(20)        **        **  
   Parametric(21)      $ 16      $ 15  

The Real Estate Securities Portfolio

   Wellington
Management(8)
     $ 731      $ 740  
   Mellon (5)        **        **  
   Cadence(20)        **        **  
   Parametric(21)      $ 19      $ 13  

 

16


PORTFOLIO    SPECIALIST MANAGER   2019      2018      2017  

The Commodity Returns Strategy Portfolio

   Wellington Management

(Commodity)(8)

     $ 206      $ 191  
   Wellington Management

(Global Natural Resources)(8)

     $ 1,069      $ 1,308  
   PIMCO(13)      $ 106      $ 106  
   Mellon(5)      $ 526      $ 486  
   Cadence(20)        **        **  
   Vaughan Nelson (25)      $ 94      $ 91  
   Parametric(21)      $ 66      $ 58  

The ESG Growth Portfolio

   Agincourt(24)        **        **  
   Cadence(20)      $ 123      $ 123  
   Mellon(5)      $ 65      $ 56  
   Parametric(21)      $ 7      $ 4  

The Catholic SRI Growth Portfolio

   Agincourt(24)        **        **  
   Cadence(20)      $ 23      $ 19  
   Mellon(5)      $ 12      $ 9  
   Parametric(21)        **        **  

The International Equity Portfolio

   CapGuardian(9)      $ —        $ 26  
   Artisan Partners(10)      $ 1,110      $ 939  
   Causeway(11)      $ 2,082      $ 1,705  
   Mellon(5)      $ **      $ 1  
   Cadence(20)      $ 637      $ 607  
   CLIM(23)        **        **  
   Parametric(21)      $ 36      $ 62  

The Institutional International Equity Portfolio

   CapGuardian(9)      $ —        $ 26  
   Artisan
Partners(10)
     $ 1,397      $ 1,120  
   Causeway(11)      $ 2,304      $ 1,876  
   Lazard(17)      $ 1,032      $ 864  
   Mellon(5)      $ —        $ 10  
   Cadence(20)      $ 1,390      $ 1,249  
   CLIM(23)      $ 574      $ 437  
   Parametric(21)      $ 91      $ 112  

The Emerging Markets Portfolio

   Mellon (Active)(12)      $ 4,805      $ 4,802  
   Mellon (Passive)(5)      $ 727      $ 962  
   Cadence(20)        **        **  
   CLIM(23)        **        **  
   Parametric(21)      $ 48      $ 47  
   RBC GAM(26)      $ 2,477      $ 302  

The Core Fixed Income Portfolio

          
   Mellon (5)      $ 27      $ 26  
   Agincourt(24)      $ 25      $ 29  

The Fixed Income Opportunity Portfolio

   Fort Washington (18)      $ 901      $ 877  
   Mellon(5)        **        **  
   WAMCO(22)      $ 1,189      $ 1,058  
   CLIM(23)      $ **      $ 1  
   Parametric(21)      $ 56      $ 59  

The U.S. Government Fixed Income Securities Portfolio

   Mellon(5)      $ 128      $ 117  

The Inflation Protected Securities Portfolio

   Mellon (5)      $ 146      $ 137  

The U.S. Corporate Fixed Income Securities Portfolio

   Mellon(5)        **        **  
   Agincourt(24)      $ 194      $ 169  

 

17


The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

   Mellon(5)   $ 110      $ 104  

The Short-Term Municipal Bond Portfolio

   Breckinridge(14)   $ 37      $ 23  

The Intermediate Term Municipal Bond Portfolio

   Mellon(15)   $ 627      $ 614  
   CLIM(23)   $ **      $ —    

The Intermediate Term Municipal Bond II Portfolio

   Breckinridge(14)   $ 94      $ 87  
   CLIM(23)   $ **      $ —    

 

**

The Specialist Manager was under contract but did not provide any portfolio management services to the Portfolio during the period.

(1)

The Portfolio Management Contract between AllianceBernstein L.P. (“AllianceBernstein”) and the Trust with respect to The Value Equity and The Institutional Value Equity Portfolios were terminated effective May 15, 2018. Prior to May 15, 2018, for its services to The Value Equity and The Institutional Value Equity Portfolios, AllianceBernstein was compensated at an annual rate of 0.37% of the first $150 million in total Combined Assets, 0.35% of the next $150 million of Combined Assets and 0.29% of the Combined Assets exceeding $300 million. For purposes of calculating fees, the term “Combined Assets” meant the sum of: (a) the net assets of The Value Equity and The Institutional Value Equity Portfolios managed by AllianceBernstein and (b) other assets managed by AllianceBernstein, for certain other clients of the Adviser within the same strategy.

(2)

For its services to The Growth Equity and The Institutional Growth Equity Portfolios, Jennison is compensated for it services to each Portfolio at an annual rate of 0.75% on the first $10 million of Combined Assets (see the Specialist Manager section of the Prospectuses for the definition of Combined Assets), 0.50% on the next $30 million of such Combined Assets; 0.35% of the next $25 million of such Combined Assets; 0.25% on the next $335 million of such Combined Assets; 0.22% of the next $600 million of such Combined Assets; 0.20% on the next $4 billion of such Combined Assets; and 0.25% on the balance of such Combined Assets; subject to a maximum annual fee of 0.30% of the average daily net assets of the portion of the Portfolios allocated to Jennison.

(3)

The Portfolio Management Contract between Sustainable Growth Advisers (“SGA”) and the Trust with respect to The Growth Equity and The Institutional Growth Equity Portfolios were terminated effective May 15, 2018. Prior to May 15, 2018, for its services to The Growth Equity and The Institutional Growth Equity Portfolios, SGA was compensated at an annual rate of 0.35% of the first $200 million of the Combined Assets (as defined below), 0.30% of the next $200 million of Combined Assets, 0.25% of the next $200 million of Combined Assets, 0.22% of the next $400 million of Combined Assets and 0.20% of the Combined Assets exceeding $1 billion. The term “Combined Assets” means the sum of (i) the net assets of the Account; (ii) the net assets of that portion of the Portfolios allocated to SGA from time-to-time; and (iii) the net assets of each other investment advisory account for which Hirtle Callaghan & Co. serves as investment adviser and for which SGA provides portfolio management services.

(4)

For its services to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios, Frontier receives an annual fee for the asset class of 0.75% for all assets allocated to it in excess of $90 million of the Combined Assets (as defined below), and an annual fee of 0.45% on the first $90 million of such Combined Assets. The term “Combined Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Frontier from time-to-time along with the net assets of each of those separately managed accounts advised by Hirtle Callaghan & Co. LLC for which Portfolio Manager provides day-to-day portfolio management services.

(5)

For its services to The Core Fixed Income Portfolio (US Government and US Mortgage/Asset Backed sleeves), The U.S. Government Fixed Income Securities Portfolio and The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio, Mellon receives a fee based on the average daily net asset value of that portion of the assets of the Portfolios managed by it, at an annual rate of 0.06%. For its services to The Core Fixed Income Portfolio (US Corporate sleeve) and The U.S. Corporate Fixed Income Securities Portfolio, Mellon receives a fee based on the average daily net asset value of that portion of the assets of the Portfolios managed by it, at an annual rate of 0.15%. For its services to The Fixed Income Opportunity Portfolio, Mellon receives a fee based on the average daily net asset value of that portion of the assets of the Portfolios managed by it, at an annual rate of 0.25%.

Effective December 11, 2018, for its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio (the “Portfolios”), Mellon receives a fee from each Portfolio, calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, so long as the aggregate assets allocated to Mellon (“Combined Mellon Assets” as defined below) exceed $2 billion, at the following annual rate of: 0.04% of assets committed to Mellon’s Index Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.065%); 0.065% of the assets committed to Mellon’s Factor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.075%); and, with respect to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio, 0.08% of the assets committed to Mellon’s U.S. MultiFactor Strategy (if the Combined Mellon Assets fall below $2 billion, this fee will be calculated at an annual rate of 0.010%). The term “Combined Mellon Assets” means the sum of: (a) the net assets of the Portfolios, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the

 

18


“Trust Portfolios”) managed by Mellon; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Mellon provides portfolio management services using the strategies employed in the Trust Portfolios. Prior to December 11, 2018, Mellon received a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.065% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. If such aggregate assets had fallen below $2 billion, the fee would have been calculated at an annual rate of 0.075%.

For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, Mellon receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Mellon receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%.

For its services to The Emerging Markets Portfolio, Mellon receives a fee from the Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.13% so long as the aggregate assets allocated to Mellon for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%.

For its services to The Inflation Protected Securities Portfolio, Mellon receives a fee from the Portfolio at an annual rate of: 0.04% of the average daily net assets of that portion of the Account invested according to a domestic inflation-protected securities strategy; 0.07% of the average daily net assets of that portion of the Account invested according to a global inflation-protected securities strategy; and 0.13% of the average daily net assets of that portion of the Account invested according to an emerging markets inflation-protected securities strategy.

For its services to each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, effective June 23, 2018, Mellon receives a fee of 0.16% of the average daily net assets of that portion of the assets of each Portfolio managed by it. Prior to June 23, 2018, for its services to each of The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, Mellon received, effective December 5, 2017 for The Catholic SRI Growth Portfolio, a fee calculated based on the average daily net assets of that portion of the assets of each Portfolio managed by it based on the asset class in which assets of the account are invested, as set forth below. In each case, the annual rate set forth is applied to the average daily net assets of that portion of each Portfolio’s assets allocated to the designated asset class (“Designated Assets”): Domestic Large Cap Equity Securities at the rate of 0.09% of the net asset value of Designated Assets for the first 36 months of The ESG Growth Portfolio’s operations following June 23, 2015 and for the first 36 months of The Catholic SRI Growth Portfolio’s operations following December 15, 2015 (each the “Effective Date”, respectively), and, after The ESG Growth Portfolio’s third anniversary and The Catholic SRI Growth Portfolio’s third anniversary of the Effective Date, (i) at the rate of 0.12% of the net asset value of Designated Assets if the net asset value of such assets is less than $100 million; and (ii) at the rate of 0.09% of the net asset value of Designated Assets if the net asset value of such assets equals or exceeds $100 million. Developed Markets International Equity Securities at the rate of 0.14% of the net asset value of Designated Assets for the first 36 months of The ESG Growth Portfolio’s operations following June 23, 2015 and for the first 36 months of The Catholic SRI Growth Portfolio’s operations following December 15, 2015 (each the “Effective Date”, respectively), and, after The ESG Growth Portfolio’s third anniversary and The Catholic SRI Growth Portfolio’s third anniversary of the Effective Date, (i) at the rate of 0.20% of the net asset value of Designated Assets if the net asset value of such assets is less than $100 million; and (ii) at the rate of 0.14% of the net asset value of Designated Assets if the net asset value of such assets equals or exceeds $100 million. Provided that, in each case of Domestic Large Cap Equity Securities and Developed Markets International Equity Securities, that an adjustment in the rate at which the fee is computed will be implemented: (i) on the first business day of the calendar quarter following the date on which the value of Designated Assets crosses the breakpoints set forth in the above schedule; and (ii) in the case of an increase in the rate at which the fee is computed, such increase will only be implemented in the event that the change in the net asset value of the Designated Assets is the result of net withdrawals or net redemptions from the Account during the prior quarter. Domestic Small and Mid Cap Equity Securities at the rate of 0.12% of the net asset value of Designated Assets. Emerging Markets International Equity Securities at the rate of 0.18% of the net asset value of Designated Assets.

 

(6)

The Portfolio Management Contracts between RMB Capital Management L.L.C.(“RMB”) and the Trust with respect to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios were terminated effective May 15, 2018. Prior to May 15, 2018, for its services to The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity

 

19


Portfolio, RMB, which succeeded IronBridge Capital Management L.P. (“IronBridge”) as Specialist Manager of the Portfolios on June 24, 2017, was compensated, at an annual rate of 0.70% of the average daily net assets of that portion of the respective Portfolios allocated to RMB. Prior to June 24, 2017, IronBridge was entitled to receive a fee of 0.70% and received the fees for such periods indicated above. Prior to September 23, 2015, IronBridge was entitled to receive a fee of 0.95% of the average daily net assets of that portion of the Portfolios allocated to IronBridge and received such fee as indicated above.

(7)

As of September [ ], 2019, the Portfolio Management Contracts between Pzena Investment Management, LLC (“Pzena”) and the Trust were terminated. Prior to September [ ], 2019, Pzena provided services to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios and was compensated at an annual rate of 1.00% of the average net assets of each respective Portfolio assigned to Pzena.

(8)

For its services to The Real Estate Securities Portfolio, Wellington Management is compensated at an annual rate of 0.75% on the first $50 million of the average daily net Combined Assets (see the Specialist Manager section of the Prospectuses for the definition of Combined Assets) and 0.65% on Combined Assets over $50 million. With respect to The Commodity Returns Strategy Portfolio, for assets managed in its Global Natural Resources strategy (the “Account”), Wellington Management receives a fee, calculated daily and payable monthly in arrears at the annual rate, of 0.60% of the average daily net assets of the Account so long as at least $150 million in assets are present in the Account; and 0.85% of the average daily net assets of the Account if less than $150 million in assets are present in the Account. For the twelve month period ending November 1, 2018, Wellington Management’s fee for its Global Natural Resources strategy was being voluntarily waived to 0.25% of the average daily net assets of the account. For assets managed in its Commodity strategy, Wellington Management receives a fee at an annual rate of 0.75% of the average daily net assets of that portion of the Portfolio’s assets allocated to such strategy.

(9)

As of October 14, 2016, the Portfolio Management Contracts between Capital Guardian Trust Company (“CapGuardian”) and the Trust were terminated. Prior to October 14, 2016, CapGuardian provided services to The International Equity Portfolio and The Institutional International Equity Portfolio and was compensated at an annual rate of 0.70% for the first $25 million of the average of the average daily net asset values of the Account as of the last business day of each of the three months in the calendar quarter, 0.55% for the next $25 million, 0.425% for the next $200 million in such assets and 0.375% for those assets in excess of $250 million. There was a minimum annual fee of $312,500 based upon an account size of $50 million. The following fee discounts could have been applied based upon the total annualized aggregate fees (include other assets managed by CapGuardian); 5% discount on fees from $1.25 million to $4 million; 7.5% discount on fees from $4 million to $8 million; 10% discount on fees from $8 million to $12 million; and 12.5% discount on fees over $12 million. When the total aggregate fees exceeded $3 million, before discounts, fee break points were to be eliminated and the Portfolios would have paid a fee at an annual rate of 0.375% on all assets in the Portfolios managed by CapGuardian.

(10)

Effective January 1, 2017, for its services to The International and Institutional International Equity Portfolios, Artisan Partners receives a fee, calculated and payable monthly, in arrears, at an annual rate of 0.47% of the average daily net assets allocated to Artisan Partners so long as the Combined Assets (as defined below) are greater than $500 million. If the Combined Assets are reduced to $500 million or less due to withdrawals or redemptions, beginning with the first calendar month following the date on which such withdrawal or redemption reduced such Combined Assets to $500 million or less, the fee shall be calculated daily and paid monthly, in arrears, at an annual rate of 0.80% of the first $50 million of Combined Assets and 0.60% of Combined Assets in excess of $50 million. If the Combined Assets subsequently increase to more than $500 million due to contributions, and the net contributions over time are at least $500 million, beginning with the first calendar month following the date on which such increase occurred, the fee shall be at the annual rate of 0.47% of the average daily net assets allocated to Artisan Partners. For purposes of computing Artisan Partners’ fee, the term “Combined Assets” shall mean the sum of: (a) the net assets of The International Equity Portfolio of the HC Capital Trust managed by Artisan Partners; and (b) the net assets of The Institutional International Equity Portfolio of the HC Capital Trust managed by Artisan Partners. Prior to January 1, 2017, the fees payable to Artisan Partners were calculated separately for each Portfolio.

(11)

For its services to The International Equity and The Institutional International Equity Portfolios, Causeway is compensated at an annual rate of 0.45% of the average net assets of The International Equity and The Institutional International Equity Portfolios allocated to Causeway.

(12)

Effective March 26, 2019, the Emerging Markets Portfolio’s Active Management Portfolio Management Agreement with Mellon was terminated. Prior to March 26, 2019, for its Active Management services to The Emerging Markets Portfolio, Mellon was compensated at an annual rate of 0.90% of average net assets for the first $50 million in Portfolio assets, 0.85% for the next $50 million in such assets, 0.70% for the next $100 million in such assets, 0.55% on the next $200 million in such assets, and 0.50% for such assets over $400 million.

(13)

For its services to The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio with respect to its Enhanced Index Strategy, PIMCO is compensated at an annual rate of 0.25% of the average net assets of each Portfolio assigned to PIMCO. With respect to The Commodity Returns Strategy Portfolio, PIMCO is compensated at an annual rate of 0.49% of that portion of the Portfolio allocated to PIMCO. For its services to The Institutional Value Equity and The Institutional Growth Equity Portfolios with respect to the RAFI US Multifactor Strategy, PIMCO receives an annual fee from each Portfolio, at the annual rate of 0.175% of the first $600 million of the Combined RAFI US Multifactor Strategy Assets (as defined below); 0.15% on the next $700 million of Combined RAFI US Multifactor Strategy Assets; and 0.125% on Combined RAFI US Multifactor Strategy Assets

 

20


 

over $1.3 billion. Should these aggregate assets not reach or fall below $600 million, PIMCO’s fee will be calculated at an annual rate of 0.20%; however, for the twelve month period ending December 20, 2019, this fee for the minimum asset requirement is being voluntarily waived to 0.175% of each Portfolio’s average daily net assets of the account. The term “Combined RAFI US Multifactor Strategy Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to PIMCO’s RAFI US Multifactor Strategy from time-to-time.

(14)

For its services to The Intermediate Term Municipal Bond II Portfolio and The Short Term Municipal Bond Portfolio, Breckinridge is compensated at an annual rate of 0.125% of the average net assets of each Portfolio. Breckinridge became a Specialist Manager and began providing investment management serves to The Intermediate Term Municipal Bond II Portfolio on July 13, 2010.

(15)

For its services to The Intermediate Term Municipal Bond Portfolio, Mellon is compensated at the annual rate of 0.25% for the first $100 million of the “Combined Assets” of that portion of the Portfolio allocated to Mellon and 0.15% of those Combined Assets (as defined below) exceeding $100 million, subject to a maximum annual fee of 0.20% of the average daily of net assets of the Portfolio. For the purposes of computing Mellon’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the assets managed by Mellon in The Intermediate Term Municipal Bond Portfolio and certain other assets managed by Mellon for clients of Hirtle Callaghan and Co., LLC.

(16)

As of September [ ], 2019, the Portfolio Management Contracts between Advisory Research, Inc. (“Advisory Research”) and the Trust were terminated. Prior to September [ ], 2019, Advisory Research, which succeeded Cupps Capital Management LLC (“Cupps”) as Specialist Manager of the Portfolios on September 30, 2016, provided services to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios and was compensated by a fee based on the average daily net asset value of that portion of each Portfolio allocated to it, at an annual rate of 0.85%. Prior to September 30, 2016, Cupps was entitled to receive a fee based on the average daily net asset value of that portion of each Portfolio allocated to it, at an annual rate of 0.85% and received the fees for such periods indicated above.

(17)

For its services to The Institutional International Equity Portfolio, Lazard receives at the annual rate of 0.40% of the average daily net assets of the first $75 million and 0.35% on the excess over $75 million of that portion of the assets of the Portfolio that may, from time to time be allocated to Lazard.

(18)

For its services to The Fixed Income Opportunity Portfolio, Fort Washington receives a fee at the annual rate of 0.40% of the first $25 million of the Combined Assets (as defined below) that may, from time to time, be allocated to it by the Adviser, 0.375% of the next $25 million, 0.3375% of the next $50 million, 0.25% of the next $100 million and 0.20% on all assets allocated to Fort Washington if the average daily net assets exceeds $200 million. For the purposes of computing Fort Washington’s fee for the Portfolio, the term “Combined Assets” shall mean the consolidated total amount of the assets managed by Fort Washington in The Fixed Income Opportunity Portfolio and certain other assets managed by Fort Washington for clients of Hirtle Callaghan and Co., LLC.

(19)

As of September [ ], 2019, the Portfolio Management Contracts between Ariel Investments, LLC (“Ariel”) and the Trust were terminated. Prior to September [ ], 2019, Ariel provided services to The Small Capitalization—Mid Capitalization Equity and The Institutional Small Capitalization—Mid Capitalization Equity Portfolios and was compensated by an annual fee, calculated daily and payable quarterly, in arrears, based on the Combined Assets (as defined below), in accordance with the following schedule: 1.00% of the first $10 million of the Combined Assets, 0.75% of the next $10 million and 0.50% of Combined Assets exceeding $20 million. Combined Assets under these agreements was the aggregate of the assets of each of the Portfolios allocated to Ariel and certain other investment advisory accounts at the Adviser or its affiliates for which Ariel provides similar services.

(20)

For its services to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.065% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.075%.

For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% for those assets allocated to developed markets strategies and at an annual rate of 0.13% for those assets allocated to emerging markets strategies, so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated an annual rate of 0.11% for those assets allocated to developed markets strategies and at an annual rate of 0.15% for those assets allocated to emerging markets strategies.

For its services to The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, Cadence receives a fee from each Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.10% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.11%.

 

21


For its services to The Emerging Markets Portfolio, Cadence receives a fee from the Portfolio calculated based on the average daily net assets of that portion of the assets of the Portfolio managed by it, at an annual rate of 0.13% so long as the aggregate assets allocated to Cadence for all of its passive equity mandates (including accounts for other clients of the Adviser and certain of its affiliates besides the Trust) exceed $2 billion. Should these aggregate assets fall below $2 billion, the fee will be calculated at an annual rate of 0.15%.

Prior to its termination on August 27, 2018, Cadence received, for its services to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, a fee calculated based on the average daily net assets of that portion of the assets of each Portfolio managed by it based on the asset class in which assets of the account are invested, as set forth below. In each case, the annual rate set forth is applied to the average daily net assets of that portion of each Portfolio’s assets allocated to the designated asset class (“Designated Assets”): Domestic Large Cap Equity Securities at the rate of 0.09% of the net asset value of Designated Assets; Domestic Small and Mid Cap Equity Securities at the rate of 0.12% of the net asset value of Designated Assets; Developed Markets International Equity Securities at the rate of 0.14% of the net asset value of Designated Assets; and Emerging Markets International Equity Securities at the rate of 0.18% of the net asset value of Designated Assets.

 

(21)

For its services related to its Liquidity Strategy for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.15% of the first $50 million of the Combined Liquidity Assets (as defined below); 0.10% of the next $100 million of the Combined Liquidity Assets and 0.05% on Combined Liquidity Assets over $150 million. The term “Combined Liquidity Assets” means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time in their Liquidity Strategy. Parametric is also be entitled to receive a flat fee of $10,000 per year per Portfolio, provided that 1/12 of such fee related to any given Portfolio will be waived with respect to each calendar month during which no assets of such Portfolio were allocated to Parametric for investment in their Liquidity Strategy. Under the terms of separate portfolio management agreements, for its services related to its Defensive Equity Strategy for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, Parametric is also entitled to receive a separate fee at the annual rate of 0.35% of the first $50 million of the Combined Defensive Assets committed to the Defensive Equity Strategy and 0.25% on Combined Defensive Assets committed to the Defensive Equity Strategy over $50 million. Combined Defensive Assets means the sum of the net assets of that portion of each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio allocated to Parametric from time-to-time for investment using the Defensive Equity Strategy. Under the terms of separate portfolio management agreements, for its services related to its Targeted Strategy for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio, Parametric is also entitled to receive a separate fee at the annual rate of 0.05% of the Targeted Strategy Assets committed to the Targeted Strategy. Targeted Strategy Assets means the sum of the net assets of that portion of each of the Portfolios allocated to Parametric from time-to-time for investment using the Targeted Strategy. Parametric shall also be entitled to receive a flat fee of $5,000 per year per Portfolio, provided that such fee will be waived with respect to each calendar year during which no Portfolio assets were allocated to the Targeted Strategy Assets. Under the terms of separate portfolio management agreements, for its services related to its Tax-Managed Custom Core Strategy for The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio and The Emerging Markets Portfolio, Parametric receives a fee from each Portfolio, calculated daily and payable monthly in arrears, at the annual rate of 0.10% of the first $250 million of the Combined Tax-Managed Custom Core Assets (as defined below) committed to Parametric’s Tax-Managed Custom Core Strategy; 0.09% of the next $250 million of the Combined Tax-Managed Custom Core Assets; 0.08% of the next $500 million of the Combined Tax-Managed Custom Core Assets; and 0.07% on Combined Tax-Managed Assets over $1 billion. If, at the close of business on September 30, 2019, the Combined Assets under this Agreement are less than $500 million, the fee for the first $250 million shall be permanently increased to 0.13% of the first $250 million of the Combined Assets; 0.09% of the next $250 million of the Combined Assets; 0.08% of the next $500 million of the Combined Assets; and 0.07% of the Combined Assets over $1 billion. Parametric did not manage assets in the Tax-Managed Custom Core Strategy for any of these Portfolios during the periods shown in the table. For its services, with respect to the RAFI US Multifactor Strategy, for The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio (the “Portfolios”), Parametric receives a fee from PIMCO pursuant to a Sub-adviser agreement between Parametric and PIMCO.

(22)

For its services to The Fixed Income Opportunity Portfolio, WAMCO receives a fee at the annual rate of 0.75% of the average daily net assets of that portion of the Portfolio allocated to WAMCO.

(23)

For its services to The Fixed Income Opportunity Portfolio, CLIM is compensated at an annual rate of 0.45% of the average net assets of the Portfolio assigned to CLIM.

For its services to The International Equity Portfolio and The Institutional International Equity Portfolio, CLIM receives a fee from each Portfolio at the annual rate of 0.80% for the first $50 million of the “Combined Assets” of that portion of the Portfolio allocated to CLIM and 0.40% of those Combined Assets (as defined below) exceeding $50 million. For the purposes of computing CLIM’s fee for these Portfolios, the term “Combined Assets” shall mean the average daily net assets managed by CLIM in each of the International Equity and

 

22


Institutional International Equity Portfolios and the net assets invested in the same strategy as these Portfolios that are managed by CLIM for the benefit of certain other investors who are clients of Hirtle Callaghan and Co., LLC.

For its services to The Emerging Markets Portfolio, CLIM receives a fee from the Portfolio at the annual rate of 1.00% for the first $100 million of the “Combined Assets” of that portion of the Portfolio allocated to CLIM, 0.80% of those Combined Assets (as defined below) over $100 million to $200 million, and 0.50% of those “Combined Assets” over $200 million. For the purposes of computing CLIM’s fee for this Portfolio, the term “Combined Assets” shall mean the sum of the average daily net assets managed by CLIM in The Emerging Markets Portfolio and the net assets invested in the same strategy as the Portfolio that are managed by CLIM for the benefit of certain other investors who are clients of Hirtle Callaghan and Co., LLC.

For its services to The Intermediate Term Municipal Bond Portfolio, CLIM is compensated at the annual rate of 0.45%. Prior to July 27, 2018, CLIM received a fee of 0.25% for the first $100 million of the assets of that portion of the Portfolio allocated to CLIM and 0.15% of those assets exceeding $100 million, subject to a maximum annual fee of 0.20% of the average daily of net assets of the Portfolio. For its services to The Intermediate Term Municipal Bond II Portfolio, CLIM is compensated at an annual rate of 0.45%. Prior to July 27, 2018, CLIM received a fee of 0.125% of the average daily net assets of the Portfolio. CLIM became a Specialist Manager and began providing investment management services to The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio on June 13, 2018.

(24)

For its services to The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio, Agincourt is compensated at an annual rate of 0.08% of the average daily net assets of that portion of each Portfolio that is managed by Agincourt. For its services to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, Agincourt is compensated at an annual rate of 0.12% of the average daily net assets of that portion of the Portfolio that is managed by Agincourt.

(25)

For its services with respect to the portion of The Commodity Returns Strategy Portfolio allocated to Vaughan Nelson from time to time (the “Account”), Vaughan Nelson shall receive a fee calculated at an annual rate and payable quarterly in arrears based on the Average Quarterly Net Assets of the Combined Assets (as defined below) of 0.35% of the first $25 million of the Combined Assets, 0.25% of the next $75 million of Combined Assets and 0.20% of the Combined Assets exceeding $100 million. For purposes of calculating fees, the term “Combined Assets” shall mean the sum of (i) the net assets of the Account; and (ii) the net assets of each other investment advisory account for which the Adviser serves as investment adviser and for which Vaughan Nelson provides portfolio management services (“Other Hirtle Accounts”) using the same strategies as employed for the Account. “Average Quarterly Net Assets” shall mean the average of the average daily net asset values of the Account and/or the average of the net asset values of the Other Hirtle Accounts, as the case may be, as of the last business day of each of the three months in the calendar quarter.

(26)

For its services with respect to the portion of The Emerging Markets Portfolio allocated to RBC GAM from time to time (the “Account”), RBC GAM receives a fee calculated at an annual rate of 0.80% of the first $100 million of Combined Assets; 0.65% of the next $150 million of Combined Assets; and 0.60% of Combined Assets in excess of $250 million. Combined Assets refers to the aggregate of all assets of the Portfolio managed by RBC GAM and any assets of other clients of the Adviser managed by RBC GAM using the same strategy.

ADMINISTRATION, DISTRIBUTION, AND RELATED SERVICES. Citi Fund Services Ohio, Inc. (“Citi”), 4400 Easton Commons, Suite 200, Columbus, OH 43219 has been retained, pursuant to a separate Administrative Services Contract with the Trust, to serve as the Trust’s administrator. Citi performs similar services for mutual funds other than the Trust. Citi is owned by Citibank, N.A. Citibank, N.A. and its affiliated companies are wholly owned subsidiaries of Citigroup Inc., a publicly held company (NYSE: C).

Services performed by Citi include: (a) general supervision of the operation of the Trust and coordination of services performed by the various service organizations retained by the Trust; (b) regulatory compliance, including the compilation of information for documents and reports furnished to the SEC and corresponding state agencies; and (c) assistance in connection with the preparation and filing of the Trust’s registration statement and amendments thereto. As administrator, Citi maintains certain books and records of the Trust that are required by applicable federal regulations. Pursuant to separate contracts, Citi or its affiliates also serve as the Trust’s accounting agent and Citi receives fees for such services. For its services, Citi receives a single all-inclusive fee which is computed daily and paid monthly in arrears, and is calculated at an annual rate of 0.0506% of the Portfolios’ average daily net assets up to $6 billion; 0.0047% of the Portfolios’ average daily net assets between $6 billion and $12 billion, and 0.0276% of the Portfolios’ average daily net assets in excess of $12 billion. Citi receives additional fees paid by the Trust for compliance services, fair value support services, regulatory reporting services and reimbursement of certain expenses.

For the fiscal years ended June 30, 2017, 2018 and 2019, Citi, as Administrator received administration fees in accordance with the agreement in effect at the time in the following amounts for each of the Portfolios (amounts in thousands):

 

23


     FISCAL YEAR
ENDED
June 30, 2019
     FISCAL YEAR
ENDED
June 30, 2018
     FISCAL YEAR
ENDED
June 30, 2017
 

The Value Equity Portfolio

      $ 179      $ 186  

The Institutional Value Equity Portfolio

      $ 246      $ 227  

The Growth Equity Portfolio

      $ 227      $ 229  

The Institutional Growth Equity Portfolio

      $ 313      $ 291  

The Small Capitalization—Mid Capitalization Equity Portfolio

      $ 36      $ 45  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

      $ 53      $ 47  

The Real Estate Securities Portfolio

      $ 34      $ 34  

The Commodity Returns Strategy Portfolio

      $ 298      $ 310  

The ESG Growth Portfolio

      $ 69      $ 90  

The Catholic SRI Growth Portfolio

      $ 30      $ 51  

The International Equity Portfolio

      $ 393      $ 423  

The Institutional International Equity Portfolio

      $ 764      $ 753  

The Emerging Markets Portfolio

      $ 528      $ 549  

The Core Fixed Income Portfolio

      $ 113      $ 124  

The Fixed Income Opportunity Portfolio

      $ 233      $ 234  

The U.S. Government Fixed Income Securities Portfolio

      $ 90      $ 91  

The Inflation Protected Securities Portfolio

      $ 107      $ 106  

The U.S. Corporate Fixed Income Securities Portfolio

      $ 92      $ 90  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

      $ 141      $ 133  

The Short-Term Municipal Bond Portfolio

      $ 20      $ 12  

The Intermediate Term Municipal Bond Portfolio

      $ 137      $ 137  

The Intermediate Term Municipal Bond II Portfolio

      $ 32      $ 33  

Under a Compliance Services Agreement between the Trust and Citi, Citi provides infrastructure and support in implementing the written policies and procedures comprising the Trust’s compliance program. This includes providing support services to the Chief Compliance Officer (“CCO”), and assisting in preparing or providing documentation for the Trust’s CCO to deliver to the Board. Citibank, N.A. (“Citibank”) serves as the securities lending agent to the Trust. As the securities lending agent, Citibank is responsible for the implementation and administration of the securities lending program pursuant to a Global Securities Lending Agency Agreement (“Securities Lending Agreement”). Citibank acts as agent to the Trust to lend available securities with any person on its list of approved borrowers, including Citibank and certain of its affiliates. Citibank determines whether a loan shall be made and negotiates and establishes the terms and conditions of the loan with the borrower. Citibank ensures that all substitute interest, dividends, and other distributions paid with respect to loan securities is credited to the applicable Portfolio’s relevant account on the date such amounts are delivered by the borrower to Citibank. Citibank receives and holds, on the Portfolio’s behalf, collateral from borrowers to secure obligations of borrowers with respect to any loan of available securities. Citibank marks loaned securities and collateral to their market value each business day based upon the market value of the collateral and loaned securities at the close of business employing the most recently available pricing information and receives and delivers collateral in order to maintain the value of the collateral at no less than 100% of the market value of the loaned securities. At the termination of the loan, Citibank returns the collateral to the borrower upon the return of the loaned securities to Citibank. Citibank invests cash collateral in accordance with the Securities Lending Agreement. Citibank maintains such records as are reasonably necessary to account for loans that are made and the income derived therefrom and makes available to the Portfolios a monthly statement describing the loans made, and the income derived from the loans, during the period. Citibank performs compliance monitoring

 

24


and testing of the securities lending program and provides quarterly reports to the Trust’s Board of Trustees. The Portfolios, except for The Real Estate Securities Portfolio, The ESG Growth Portfolio, The Core Fixed Income Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio, The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio, The Short-Term Municipal Bond Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio, which did not engage in securities lending activities, earned income and paid fees and compensation to service providers related to their securities lending activities during the most recent fiscal year:

[table to be updated in 485b filing]

 

     Value      Inst’l
Value
     Growth      Inst’l
Growth
     Small-Mid      Inst’l
Small
Mid Cap
     Commodity     

Catholic

SRI

 

Gross income from securities lending activities

   $ 91,583      $ 110,553      $ 56,418      $ 76,297      $ 63,137      $ 119,534      $ 194,015      $ 12  

Fees and/or compensation for securities lending activities and related services:

                       

Fees paid to securities lending agent from revenue split

   $ 18,271      $ 22,065      $ 11,319      $ 15,348      $ 12,957      $ 24,016      $ 38,369      $ 2  

Fees paid for any cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Administrative fees not included in the revenue split

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Indemnification fees not included in the revenue split

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Rebate (paid to borrow)

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Other fees not included in revenue split

   $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0      $ 0  

Aggregate fees and/or compensation for securities lending activities

   $ 18,271      $ 22,065      $ 11,319      $ 15,348      $ 12,957      $ 24,016      $ 38,369      $ 2  

Net income from securities lending activities

   $ 73,312      $ 88,488      $ 45,099      $ 60,949      $ 50,180      $ 95,518      $ 155,646      $ 10  

 

     International      Inst’l
International
     Emerging
Markets
    

Fixed
Income

Opportunity

 

Gross income from securities lending activities

   $ 463,801      $ 1,047,279      $ 367,128      $ 637,399  

Fees and/or compensation for securities lending activities

           

Fees paid to securities lending agent from revenue split

   $ 92,778      $ 209,673      $ 72,725      $ 127,974  

Fees paid for any cash collateral management services

   $ 0      $ 0      $ 0      $ 0  

Administrative fees not included in the revenue split

   $ 0      $ 0      $ 0      $ 0  

Indemnification fees not included in the revenue split

   $ 0      $ 0      $ 0      $ 0  

Rebate (paid to borrow)

   $ 0      $ 0      $ 0      $ 0  

Other fees not included in revenue split

   $ 0      $ 0      $ 0      $ 0  

Aggregate fees and/or compensation for securities

   $ 92,778      $ 209,673      $ 72,725      $ 127,974  

Net income from securities lending activities

   $ 371,023      $ 837,606      $ 294,403      $ 509,425  

FIS Investor Services LLC (“FIS”), formerly, SunGard Investor Services LLC, serves as the Trust’s Transfer Agent pursuant to an agreement approved by the Board on March 10, 2015. FIS will receive, for performing the services listed under its agreement, a fee, which is paid monthly, calculated at an annual rate of: 0.0034% of the Portfolios’ average daily net assets up to $6 billion; 0.0003% of the Portfolios’ average daily net assets between $6 billion and $12 billion, and 0.0019% of the Portfolios’ average daily net assets in excess of $12 billion. The offices of the Transfer Agent are located at 4249 Easton Way, Suite 400, Columbus, OH 43219.

Unified Financial Securities, LLC (“Unified”) a wholly-owned subsidiary of Ultimus Fund Solutions, LLC. (“Ultimus”), serves as the Trust’s principal underwriter pursuant to an agreement approved by the Board on December 11, 2018 that became effective February 1, 2019 in connection with the consummation of the purchase of a majority ownership interest of Ultimus by a private equity firm, GTCR, LLC. Because shares of the Trust’s Portfolios are available only to clients of the Adviser and financial intermediaries that have established a relationship with the Adviser, the services to be provided by Unified are limited. Unified will receive an annual fee of $50,000 for performing the services listed under its agreement. The offices of the principal underwriter are located at 9465 Counselor’s

 

25


Row, Suite 200, Indianapolis, IN 46240. None of Unified’s duties under its agreement are primarily intended to result in the sale of Trust shares.

Alaric Compliance Services LLC (“Alaric”), 800 Third Ave., 11th Floor, New York, NY, 10022 provides CCO services to the Trust and its Portfolios pursuant to a Compliance Services Agreement. Alaric makes an Alaric employee available to serve as the CCO for the Trust. The CCO develops the reports for the Board, makes findings and conducts reviews pertaining to the Trust’s compliance program and related policies and procedures of the Trust’s service providers.

State Street Bank and Trust Company is the Trust’s custodian. The custodian is responsible for the safekeeping of the domestic and foreign assets of each of the Trust’s Portfolios. The custodian is compensated at the rate of 0.01% of the first $2 billion, 0.0075% of the next $3 billion, and 0.005% of the assets in excess of $5 billion of the Trust’s domestic assets, 0.0225% of the Trust’s foreign assets in developed countries. With respect to securities from emerging markets, the custodian is compensated at rates ranging from 0.07% to 0.50% depending upon the particular market in question. The offices of the custodian are located at State Street Financial Center, 1 Lincoln Street, Boston, MA 02111.

Index Provider Licensing Agreement and Disclaimer. Each of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio may use index strategies managed in accordance with certain indices (“RAFI Indices”) compiled and published by Research Affiliates, and licensed to its affiliate RAFI Indices, LLC. RAFI® is a trademark owned by Research Affiliates, LLC and is used by RAFI Indices, LLC (“RAFI”) under license. The RAFI Indices are used by the Adviser with permission under the licensing agreement entered into with the Trust.

The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio (the “Licensed Portfolios”) are each not sponsored, offered, or sold in any manner by RAFI Indices, LLC or any of its affiliates, licensors or contractors (the “RAFI Parties”) nor do any of the RAFI Parties offer any express or implicit guarantee, warranty or assurance either with regard to the results of using any of the RAFI Indices (the “Index”) or the Index Price at any time or in any other respect. The Index is calculated and published by the RAFI Parties. The RAFI Parties use commercially reasonable efforts to ensure that the Index is calculated correctly. None of the RAFI Parties shall be liable for any error, omission, inaccuracy, incompleteness, delay, or interruption in the Index or any data related thereto or have any obligation to point out errors in the Index to any person. Neither publication of the Index by the RAFI Parties nor the licensing of the Index or Index trademark for the purpose of use in connection with the Licensed Portfolios constitutes a recommendation by any of the RAFI Parties to invest in nor does it in any way represent an assurance, endorsement or opinion of any of the RAFI Parties with regard to any investment in Licensed Portfolios. The trade names Fundamental Index™ and RAFI™ are registered trademarks of Research Affiliates, LLC in the US and other countries.

FURTHER INFORMATION ABOUT THE TRUST’S INVESTMENT POLICIES

As stated in the Prospectuses, the Trust currently offers twenty-two portfolios, each of which are presented in this Statement of Additional Information, each with its own investment objectives and policies. These portfolios are: The Equity Portfolios—The Value Equity, Growth Equity, Small Capitalization—Mid Capitalization Equity, Real Estate Securities, Commodity Returns Strategy, ESG Growth; Catholic SRI Growth; International Equity and Emerging Markets Portfolios; The Institutional Equity Portfolios—The Institutional Value Equity, Institutional Growth Equity, Institutional Small Capitalization—Mid Capitalization Equity, Institutional International Equity Portfolios; and The Income Portfolios—The Core Fixed Income, Fixed Income Opportunity, U.S. Government Fixed Income Securities, Inflation Protected Securities, U.S. Corporate Fixed Income Securities, U.S. Mortgage/Asset Backed Fixed Income Securities, Short-Term Municipal Bond, Intermediate Term Municipal Bond and Intermediate Term Municipal Bond II Portfolios.

The following discussion supplements the prospectus discussion of the investment risks associated with the types of investments in which the Portfolios are entitled to invest. The table below summarizes these investments. The table is, however, only a summary list and is qualified in its entirety by the more detailed discussion included in the Prospectuses and in this Statement of Additional Information.

Further, as indicated in the Prospectuses, that portion of the assets of the Value Equity, Growth Equity, Small Capitalization—Mid Capitalization Equity, International Equity, Institutional Value Equity, Institutional Growth Equity, Institutional Small

 

26


Capitalization—Mid Capitalization, Institutional International Equity, Emerging Markets, Real Estate Securities and Commodity Related Securities Portfolios (“Index Accounts”) that have been or may be allocated to Cadence and/or Mellon and the indexing strategies that those Specialist Managers have been retained to provide, may be invested exclusively in securities included in the benchmark index associated with those Portfolios, respectively, provided that Cadence and/or Mellon are authorized to and may use certain derivative instruments for the purpose of gaining market exposure consistent with such index strategy and provided further that the Index Accounts may temporarily hold non-index names due to corporate actions (i.e., spin-offs, mergers, etc.).

Additionally, to enable The Commodity Returns Strategy Portfolio to achieve its investment objective through commodity, economic and investment cycles, the Portfolio seeks to augment its equity returns by reinforcing the Specialist Managers’ commodity views via exposure to commodity-linked structured notes. The Portfolio may also anticipate future investments in equities by investing in options and futures contracts. The Portfolio may focus on the securities of particular issuers or industries within the commodity-related industries in which the Portfolio invests, or in particular countries or regions, at different times. The Portfolio intends to gain exposure to the commodity markets in part by investing a portion of its assets in two wholly-owned subsidiaries organized under the laws of the Cayman Islands (the “Subsidiaries”). Among other investments, the Subsidiaries are expected to invest in commodity-linked derivative instruments, such as swaps and futures. The Subsidiaries have the same investment objective and will generally be subject to the same fundamental, non-fundamental and certain other investment restrictions as the Portfolio; however, the Subsidiaries (unlike the Portfolio) may invest without limitation in commodities, commodity-linked swap agreements and other commodity linked derivative instruments as well as make short sales of securities, maintain a short position or purchase securities on margin within the context of a total portfolio of investments designed to achieve the Portfolio’s objectives. The Portfolio and the Subsidiaries may test for compliance with certain investment restrictions on a consolidated basis. The Subsidiaries must, however, comply with the asset segregation requirements (described elsewhere in the SAI) with respect to its investments in commodity-linked swaps and other commodity-linked derivatives as well as short sales. By investing in the Subsidiaries, the Portfolio is indirectly exposed to the risks associated with the Subsidiaries’ investments.

The Equity and Institutional Equity Portfolios

 

Investment Instrument/Strategy

   Value      Growth      Small-
Mid Cap
     Real
Estate
     Int’l      Emerging
Markets
     Inst.
Value
     Inst.
Growth
     Inst.
Small -
Mid
Cap
     Inst.
Int’l
     Com-
modity
     ESG      C SRI
Growth
 

ADRs, EDRs and GDRs

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Agencies

     *        *        *        *        *        *        x        x        *        *        x        *        *  

Asset-Backed Securities

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Cash Equivalents

     *        *        *        *        *        *        x        x        *        *        x        x        x  

Collateralized Mortgage Obligations

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Commercial Paper

     *        *        *        *        *        *        x        x        *        *        x        x        x  

Commodity-Linked Derivatives

     —          —          —          —          —          —          —          —          —          —          x        —          —    

Common Stock

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Convertibles

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Corporates

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Depositary Receipts

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Emerging Markets Securities

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Floaters

     *        *        *        —          *        *        x        x        *        *        x        *        *  

Foreign Currency

     —          —          —          x        x        x        x        x        —          x        x        x        x  

Foreign Equity (US $)

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Foreign Equity (non-US $)

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Foreign Fixed-Income Securities

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Forwards

     x        x        x        x        x        x        x        x        x        x        x        x        x  

 

27


Investment Instrument/Strategy

   Value      Growth      Small-
Mid Cap
     Real
Estate
     Int’l      Emerging
Markets
     Inst.
Value
     Inst.
Growth
     Inst.
Small -
Mid
Cap
     Inst.
Int’l
     Com-
modity
     ESG      C SRI
Growth
 

Futures

     x        x        x        x        x        x        x        x        x        x        x        x        x  

High Yield Debt Securities

     —          —          —          x        —          —          —          —          —          —          x        x        x  

Investment Companies

     x        x        x        x        x        x        x        x        x        x        x        x        x  

 

Investment Instrument/Strategy

   Value      Growth      Small-
Mid Cap
     Real
Estate
     Int’l      Emerging
Markets
     Inst.
Value
     Inst.
Growth
     Inst.
Small -
Mid
Cap
     Inst.
Int’l
     Com-
modity
     ESG      C SRI
Growth
 

Investment Grade Debt Securities

     —          —          —          x        —          —          x        x        —          —          x        x        x  

Money Market Funds

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Mortgage-Backed Securities

     —          —          —          x        —          —          x        x        —          —          x        x        x  

 

28


Investment Instrument/Strategy

   Value      Growth      Small-
Mid Cap
     Real
Estate
     Int’l      Emerging
Markets
     Inst.
Value
     Inst.
Growth
     Inst.
Small -
Mid
Cap
     Inst.
Int’l
     Com-
modity
     ESG      C SRI
Growth
 

Mortgage Securities

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Municipals

     —          —          —          —          —          —          x        x        —          —          x        —          —    

Options

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Preferred Stock

     x        x        x        x        x        x        x        x        x        x        x        x        x  

REITs

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Repurchase Agreements

     *        *        *        *        *        *        x        x        *        *        x        *        x  

Reverse Repurchase Agreements

     *        *        *        *        *        *        x        x        *        *        x        *        *  

Rights

     x        x        x        x        x        x        x        x        x        x        x        x        *  

Securities Lending

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Short Sales

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Step-Up Bonds

     —          —          —          —          —          —          x        x        —          —          x        —          **  

Stripped Mortgage-Backed Securities

     —          —          —          —          —          —          x        x        —          —          x        x        —    

 

Investment Instrument/Strategy

   Value      Growth      Small-
Mid Cap
     Real
Estate
     Int’l      Emerging
Markets
     Inst.
Value
     Inst.
Growth
     Inst.
Small -
Mid
Cap
     Inst.
Int’l
     Com-
modity
     ESG      C SRI
Growth
 

Structured Notes

     x        x        x        —          x        x        x        x        x        x        x        x        x  

Swaps

     x        x        x        x        x        x        x        x        x        x        x        x        x  

TIPS

     —          —          —          —          —          —          x        x        —          —          x        —          x  

U.S. Governments

     *        *        *        *        *        *        x        x        *        *        x        x        —    

Warrants

     x        x        x        x        x        x        x        x        x        x        x        x        x  

When-Issued Securities

     x        x        x        x        x        x        x        x        x        x        x        x        x  

Yankees and Eurobonds

     —          —          —          —          —          —          x        x        —          —          x        x        x  

Zero Coupon Agencies

     —          —          —          —          —          —          x        x        —          —          x        —          x  

 

29


The Income Portfolios

 

Investment Instrument/Strategy

   Core
Fixed
     Fixed
Income
Oppy.
     U.S.
Govt.
     Inflation
Protected
     U.S.
Corporate
     U.S.
Mortgage/Asset
Backed
     Short-
Term
     Interm.      Intermediate
Term II
 

Agencies

     x        x        x        x        x        x        x        x        x  

Asset-Backed Securities

     x        x        —          —          —          x        x        x        x  

Brady Bonds

     x        x        —          —          —          —          —          —          —    

Cash Equivalents

     x        x        x        x        x        x        x        *        *  

Collateralized Bond Obligations

     —          x        —          —          —          x        —          —          —    

Collateralized Debt Obligations

     —          x        —          —          —          x        —          —          —    

Collateralized Loan Obligations

     —          x        —          —          —          x        —          —          —    

Collateralized Mortgage Obligations

     x        x        —          —          —          x        —          —          —    

Commercial Paper

     x        x        x        x        x        x        x        *        *  

Commodity-Linked Derivatives

     —          —          —          —          —          —          —          —          —    

Convertibles

     x        x        —          —          —          —          —          —          —    

Corporates

     x        x        —          —          x        —          —          —          —    

Depositary Receipts

     x        x        —          —          x        x        —          —          —    

Emerging Markets Securities

     —          x        —          x        —          —          —          —          —    

Floaters

     x        x        —          x        —          —          —          —          x  

Foreign Currency

     x        x        —          x        x        —          —          —          —    

Foreign Equity (US $)

     —          x        —          —          —          —          —          —          —    

Foreign Equity (non-US $)

     —          x        —          —          —          —          —          —          —    

Foreign Fixed Income Securities

     x        x        —          x        —          —          —          —          —    

Forwards

     x        x        x        x        x        x        x        x        x  

Futures

     x        x        x        x        x        x        x        x        x  

High Yield Securities

     x        x        —          x        —          —          —          x        —    

Inverse Floaters

     x        x        —          x        —          —          —          —          —    

Investment Companies

     x        x        x        x        x        x        x        x        x  

Loan (Participations and Assignments)

     —          x        —          —          —          x        x        —          —    

 

Investment Instrument/Strategy

   Core
Fixed
     Fixed
Income
Oppy.
     U.S.
Govt.
     Inflation
Protected
     U.S.
Corporate
     U.S.
Mortgage/Asset
Backed
     Short-
Term
     Interm.      Intermediate
Term II
 

Mortgage Securities

     x        x        —          —          —          x        x        x        x  

Municipals

     x        x        -x        -x        x        -x        x        x        x  

Options

     x        x        x        x        x        x        x        —          —    

Preferred Stock

     x        x        —          —          x        —          —          —          —    

REITS

     —          x        —          —          —          —          —          —          —    

Repurchase Agreements

     *        *        *        *        *        *        *        *        *  

Reverse Repurchase Agreements

     *        *        *        *        *        *        *        *        *  

Rights

     x        x        —          —          —          —          —          x        x  

Stripped Mortgage-Backed Securities

     x        x        —          —          —          x        —          —          —    

Securities Lending

     x        x        x        x        x        x        x        x        x  

Short Sales

     x        x        x        x        x        x        x        x        x  

Step-Up Bonds

     x        x        —          —          —          —          —          —          —    

Structured Investments

     x        x        —          —          x        —          x        x        x  

Structured Notes

     x        x        —          —          x        —          x        x        x  

 

30


Investment Instrument/Strategy

   Core
Fixed
     Fixed
Income
Oppy.
     U.S.
Govt.
     Inflation
Protected
     U.S.
Corporate
     U.S.
Mortgage/Asset
Backed
     Short-
Term
     Interm.      Intermediate
Term II
 

Swaps

     x        x        x        —          x        x        x        x        x  

TIPs

     x        x        x        x        x        —          x        x        x  

U.S. Governments

     x        x        x        x        x        x        x        x        x  

Warrants

     —          x        —          —          —          —          —          —          —    

When-Issued Securities

     x        x        —          —          —          —          x        x        x  

Yankees and Eurobonds

     x        x        —          x        x        x        —          —          —    

Zero Coupons Agencies

     x        x        x        —          x        x        x        —          —    

 

x

Allowable investment

-

Not an allowable investment

*

Money market instruments for cash management or temporary purposes

FOREIGN INVESTMENTS.

FOREIGN SECURITIES AND FOREIGN GOVERNMENT SECURITIES. American Depositary Receipts (“ADRs”) are dollar-denominated receipts generally issued in registered form by domestic banks that represent the deposit with the bank of a security of a foreign issuer. ADRs are publicly traded on U.S. exchanges and in the over-the-counter markets. Generally, they are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. The Equity and Institutional Equity Portfolios are permitted to invest in ADRs. Additionally, these Portfolios may invest in European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”). EDRs are similar to ADRs but are issued and traded in Europe. Both EDRs and GDRs may be issued in bearer form and denominated in currencies other than U.S. dollars, and are generally designed for use in securities markets outside the U.S. Depositary receipts may or may not be denominated in the same currency as the underlying securities. For purposes of the Trust’s investment policies, ADRs, EDRs and GDRs are deemed to have the same classification as the underlying securities they represent. Thus, an ADR, EDR or GDR representing ownership of common stock will be treated as common stock. The depositary receipts are securities that demonstrate ownership interests in a security or pool of securities that have been placed with a ‘depository.’ ADR, EDR or GDR programs and other depositary receipts may be sponsored or unsponsored. Unsponsored programs are subject to certain risks. In contrast to sponsored programs, where the foreign issuer of the underlying security works with the depository institution to ensure a centralized source of information about the underlying company, including any annual or other similar reports to shareholders, dividends and other corporate actions, unsponsored programs are based on a service agreement between the depository institution and holders of ADRs, EDRs or GDRs issued by the program; thus, investors bear expenses associated with certificate transfer, custody and dividend payments. In addition, there may be several depository institutions involved in issuing unsponsored ADRs, EDRs or GDRs for the same underlying issuer. Such duplication may lead to market confusion because there would be no central source of information for buyers, sellers and intermediaries, and delays in the payment of dividends and information about the underlying issuer or its securities could result. For other depositary receipts, the depository may be foreign or a U.S. entity, and the underlying securities may have a foreign or U.S. issuer.

The foreign government securities in which certain Portfolios may invest generally consist of debt obligations issued or guaranteed by national, state or provincial governments or similar political subdivisions. Foreign government securities also include debt securities of supranational entities. Such securities may be denominated in other currencies. Foreign government securities also include mortgage-related securities issued or guaranteed by national, state or provincial governmental instrumentalities, including quasi-governmental agencies. A Portfolio may invest in foreign government securities in the form of ADRs as described above. The Real Estate Securities Portfolio may invest without limit in equity securities of non-U.S. real estate companies, or sponsored and unsponsored depositary receipts for such securities.

In a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the European Union (“EU”), creating economic and political uncertainty. On March 29, 2017, the United Kingdom invoked Article 50 of the Lisbon Treaty to withdraw from the EU. There remains, however, a significant degree of uncertainty relating to how negotiations for the United Kingdom’s withdrawal will be concluded, as well as the potential consequences of, and precise timeframe for, this withdrawal. The United Kingdom has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of the United Kingdom. The Treaty provides for a two-year negotiation period, which may be shortened or extended by agreement of the parties. There continues to be considerable uncertainty as to the position of the United Kingdom and the arrangements that will apply to its relationships with the EU and other countries following its anticipated withdrawal. This uncertainty may affect other countries in the EU, or elsewhere, if they are considered to be impacted by these events.

 

31


On November 25, 2018, EU leaders approved the terms of the United Kingdom’s withdrawal from the EU. The withdrawal agreement is currently under consideration by the United Kingdom’s Parliament, but the possibility of its ultimate implementation remains uncertain. Even if the United Kingdom does not ratify the withdrawal agreement, it is anticipated that the United Kingdom will leave the EU in 2019 absent a second referendum reversing the United Kingdom’s withdrawal. In the event that the United Kingdom withdraws without ratifying an agreement with the EU, the relationship between the United Kingdom and EU would be based on the World Trade Organization rules. It is not presently possible to determine the extent of the impact this arrangement would have on a Portfolio’s investments in the United Kingdom, and this continued uncertainty with respect to the withdrawal negotiations could negatively impact the Portfolios’ investments.

DIRECT CHINA INVESTMENTS Historically, investments in stocks, bonds, and warrants listed and traded on a Mainland China stock exchange, investment companies, and other financial instruments (collectively referred to as “China Securities”) approved by the China Securities Regulatory Commission (“CSRC”) were not eligible for investment by non-Chinese investors.

The Emerging Markets Portfolio, however, may purchase certain Shanghai Stock Exchange (“SSE”) listed eligible China A shares via the Shanghai-Hong Kong Stock Connect program (“Stock Connect”). Stock Connect allows investors to trade and settle such SSE eligible shares via the Stock Exchange of Hong Kong Limited (“HKEx”) and clearing house. To the extent that the Emerging Markets Portfolio’s investments in China are made through Stock Connect, such investments may be subject to additional risk factors.

The list of eligible China A shares is provided by HKEx from time to time. If a share ceases to be an eligible China A share but continues to be an SSE listed share, the Emerging Markets Portfolio will only be allowed to sell such China A shares and will be restricted from buying additional shares. The trading and settlement currency of China A shares are in Chinese Yuan Renminbi and the Emerging Markets Portfolio will be exposed to currency risks due to the conversion of another currency into Renminbi .

The Emerging Markets Portfolio trades SSE listed shares through a broker that is a Stock Connect participant. SSE listed shares will be settled by the Hong Kong Securities Clearing Company (“HKSCC”) with ChinaClear, the central clearinghouse in the People’s Republic of China (“PRC”), on behalf of Hong Kong investors. During the settlement process, HKSCC will act as nominee on behalf of Hong Kong executing brokers, and as a result, SSE listed shares will not be in the name of the Emerging Markets Portfolio, its custodian, or any of its brokers during this time period.

While the Emerging Markets Portfolio’s ownership of the shares will be reflected on the books of the custodian’s records, the Emerging Markets Portfolio will only have beneficial rights in the shares. Stock Connect regulations provide that investors, such as the Emerging Markets Portfolio, enjoy the rights and benefits of SSE listed shares purchased through Stock Connect. However, Stock Connect is a new program, and the status of the Emerging Markets Portfolio’s beneficial interest in Stock Connect securities is untested.

The Portfolio also would be exposed to counterparty risk with respect to ChinaClear. In the event of the insolvency of ChinaClear, the Emerging Markets Portfolio’s ability to take action directly to recover the Portfolio’s assets may be limited. The HKSCC, as nominee holder, would have the exclusive right, but not the obligation, to take any legal action or court proceeding to enforce any rights of investors, such as the Emerging Markets Portfolio. Recovery of Portfolio assets may be subject to delays and expenses, which may be material. Similarly, HKSCC would be responsible for the exercise of shareholder rights with respect to corporate actions (including all dividends, rights issues, merger proposals or other shareholder votes). While HKSCC will endeavor to provide investors with the opportunity to provide voting instructions, investors may not have sufficient time to consider proposals or provide instructions. In addition, the Emerging Markets Portfolio also would be exposed to counterparty risk with respect to HKSCC. A failure or delay by the HKSCC in the performance of its obligations may result in a failure of settlement, or the loss, of Stock Connect securities and/or monies in connection with them and the Emerging Markets Portfolio may suffer losses as a result.

While certain aspects of the Stock Connect trading process are subject to Hong Kong law, PRC rules applicable to share ownership will apply including foreign shareholding restrictions and disclosure obligations applicable to China A shares. In addition, transactions using Stock Connect are not subject to the Hong Kong investor compensation fund or the China Securities Investor Protection Fund.

Investment in Stock Connect securities is subject to various risks associated with the legal and technical framework of Stock Connect. Stock Connect is generally available only on business days when both the HKEx and SSE are open. When either or both the HKEx and SSE is/are closed, investors will not be able to trade Stock Connect securities at times that may otherwise be beneficial to such trades. Because the program is new, the technical framework for Stock Connect has only been tested using simulated market conditions. In the event of high trade volumes or unexpected market conditions, Stock Connect may be available only on a limited basis, if at all.

CURRENCY RELATED INSTRUMENTS. As indicated in the Prospectuses, certain Portfolios may use forward foreign currency exchange contracts and currency swap contracts in connection with permitted purchases and sales of securities of non-U.S. issuers. Certain Portfolios may, consistent with their respective investment objectives and policies, use such contracts as well as certain other currency related instruments to reduce the risks associated with the types of securities in which each is authorized to invest and to hedge against fluctuations in the relative value of the currencies in which securities held by each are denominated. The following discussion

 

32


sets forth certain information relating to forward currency contracts, currency swaps, and other currency related instruments, together with the risks that may be associated with their use. Currency positions are not considered to be an investment in a foreign government for industry concentration purposes.

ABOUT CURRENCY TRANSACTIONS AND HEDGING. Certain Portfolios are authorized to purchase and sell options, futures contracts and options thereon relating to foreign currencies and securities denominated in foreign currencies. Such instruments may be traded on foreign exchanges, including foreign over-the-counter markets. Transactions in such instruments may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by: (i) foreign political, legal and economic factors; (ii) lesser availability than in the United States of data on which to make trading decisions; (iii) delays in a Portfolio’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States; and (iv) lesser trading volume. Foreign currency exchange transactions may be entered into for the purpose of hedging against foreign currency exchange risk arising from the Portfolio’s investment or anticipated investment in securities denominated in foreign currencies. Options relating to foreign currencies may also be purchased or sold to increase exposure to a foreign currency or to shift foreign currency exposure from one country to another.

FOREIGN CURRENCY OPTIONS AND RELATED RISKS. Certain Portfolios may take positions in options on foreign currencies to hedge against the risk of foreign exchange rate fluctuations on foreign securities the Portfolio holds in its portfolio or intends to purchase. For example, if the Portfolio were to enter into a contract to purchase securities denominated in a foreign currency, it could effectively fix the maximum U.S. dollar cost of the securities by purchasing call options on that foreign currency. Similarly, if the Portfolio held securities denominated in a foreign currency and anticipated a decline in the value of that currency against the U.S. dollar, it could hedge against such a decline by purchasing a put option on the currency involved. The markets in foreign currency options are relatively new, and the Portfolio’s ability to establish and close out positions in such options is subject to the maintenance of a liquid secondary market. There can be no assurance that a liquid secondary market will exist for a particular option at any specific time. In addition, options on foreign currencies are affected by all of those factors that influence foreign exchange rates and investments generally. The quantities of currencies underlying option contracts represent odd lots in a market dominated by transactions between banks, and as a result extra transaction costs may be incurred upon exercise of an option. There is no systematic reporting of last sale information for foreign currencies or any regulatory requirement that quotations be firm or revised on a timely basis. Quotation information is generally representative of very large transactions in the interbank market and may not reflect smaller transactions where rates may be less favorable. Option markets may be closed while round-the-clock interbank currency markets are open, and this can create price and rate discrepancies.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS AND CURRENCY SWAPS. To the extent indicated in the Prospectuses, the Portfolios may use forward contracts and swaps to protect against uncertainty in the level of future exchange rates in connection with specific transactions or for hedging purposes. For example, when a Portfolio enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when the Portfolio anticipates the receipt in a foreign currency of dividend or interest payments on a security that it holds, the Portfolio may desire to “lock in” the U.S. dollar price of the security or the U.S. dollar equivalent of the payment, by entering into a forward contract or swap for the purchase or sale of the foreign currency involved in the underlying transaction in exchange for a fixed amount of U.S. dollars or foreign currency. This may serve as a hedge against a possible loss resulting from an adverse change in the relationship between the currency exchange rates during the period between the date on which the security is purchased or sold, or on which the payment is declared, and the date on which such payments are made or received. The International Equity, Institutional International Equity, Institutional Value Equity, Institutional Growth Equity, Commodity Returns Strategy, Fixed Income Opportunity, Inflation Protected Securities and Emerging Markets Portfolios may also use forward or swap contracts in connection with specific transactions. In addition, they may use such contracts to lock in the U.S. dollar value of those positions, to increase the Portfolio’s exposure to foreign currencies that the Specialist Manager believes may rise in value relative to the U.S. dollar or to shift the Portfolio’s exposure to foreign currency fluctuations from one country to another. For example, when the Specialist Manager believes that the currency of a particular foreign country may suffer a substantial decline relative to the U.S. dollar or another currency, it may enter into a forward or swap contract to sell the amount of the former foreign currency approximating the value of some or all of the portfolio securities held by the Portfolio that are denominated in such foreign currency. This investment practice generally is referred to as “cross-hedging.”

The precise matching of the forward or swap contract amounts and the value of the securities involved will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward or swap contract is entered into and the date it matures. Accordingly, it may be necessary for a Portfolio to purchase additional foreign currency on the spot (i.e., cash) market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency the Portfolio is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security if its market value exceeds the amount of foreign currency the Portfolio is obligated to deliver. The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Forward and swap contracts involve the risk that anticipated currency movements will

 

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not be accurately predicted, causing the Portfolio to sustain losses on these contracts and transaction costs. A Portfolio may enter into forward or swap contracts or maintain a net exposure to such contracts only if: (1) the consummation of the contracts would not obligate the Portfolio to deliver an amount of foreign currency in excess of the value of the Portfolio’s securities and other assets denominated in that currency; or (2) the Portfolio maintains cash, U.S. government securities or other liquid securities in a segregated account in an amount which, together with the value of all the portfolio’s securities denominated in such currency, equals or exceeds the value of such contracts.

At or before the maturity date of a forward or swap contract that requires the Portfolio to sell a currency, the Portfolio may either sell a portfolio security and use the sale proceeds to make delivery of the currency or retain the security and offset its contractual obligation to deliver the currency by purchasing a second contract pursuant to which the Portfolio will obtain, on the same maturity date, the same amount of the currency that it is obligated to deliver. Similarly, the Portfolio may close out a forward or swap contract requiring it to purchase a specified currency by entering into another contract entitling it to sell the same amount of the same currency on the maturity date of the first contract. As a result of such an offsetting transaction, a Portfolio would realize a gain or a loss to the extent of any change in the exchange rate between the currencies involved between the execution dates of the first and second contracts. The cost to a Portfolio of engaging in forward or swap contracts varies with factors such as the currencies involved, the length of the contract period and the prevailing market conditions. Because forward and swap contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward or swap contracts does not eliminate fluctuations in the prices of the underlying securities a Portfolio owns or intends to acquire, but it does fix a rate of exchange in advance. In addition, although forward and swap contracts limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.

Certain forward foreign currency contracts do not provide for physical settlement of the underlying currencies but instead provide for settlement by a single cash payment (“non-deliverable forwards”). Under definitions adopted by the Commodity Futures Trading Commission (“CFTC”) and the SEC, non-deliverable forwards are considered swaps. Although non-deliverable forwards have historically been traded in the over-the-counter (“OTC”) market, as swaps they may in the future be required to be centrally cleared and traded on public facilities. For more information, see “HEDGING INSTRUMENTS AND OTHER DERIVATIVES – SWAP AGREEMENTS” below.

Although the Portfolios value their assets daily in terms of U.S. dollars, no Portfolio intends to convert its holdings of foreign currencies into U.S. dollars on a daily basis. The Portfolios may convert foreign currency from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Portfolio at one rate, while offering a lesser rate of exchange should the Portfolio desire to resell that currency to the dealer.

HEDGING INSTRUMENTS AND OTHER DERIVATIVES.

OPTIONS. To the extent indicated in the Prospectuses, the Portfolios may, consistent with their investment objectives and policies, use options on securities and securities indexes to reduce the risks associated with the types of securities in which each is authorized to invest and/or in anticipation of future purchases, including to achieve market exposure, pending direct investment in securities. A Portfolio may use options only in a manner consistent with its investment objective and policies and may not invest more than 10% of its total assets in option purchases. With the exception of The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Commodity Returns Strategy Portfolio and The Fixed Income Opportunity Portfolio, options may be used only for the purpose of reducing investment risk or to gain market exposure pending investment. The Portfolios mentioned above may invest in options as disclosed in their Prospectuses. The Portfolios may invest in options on individual securities, baskets of securities or particular measurements of value or rate (an “index”), such as an index of the price of treasury securities or an index representative of short-term interest rates. Such options may be traded on an exchange or in the OTC markets. OTC options are subject to greater credit and liquidity risk. See “Additional Risk Factors of OTC Options.” The following discussion sets forth certain information relating to the types of options that the Portfolios may use, together with the risks that may be associated with their use.

ABOUT OPTIONS ON SECURITIES. A call option is a short-term contract pursuant to which the purchaser of the option, in return for a premium, has the right to buy the security underlying the option at a specified price at any time during the term of the option. The writer of the call option, who receives the premium, has the obligation, upon exercise of the option during the option period, to deliver the underlying security against payment of the exercise price. A put option is a similar contract that gives its purchaser, in return for a premium, the right to sell the underlying security at a specified price during the term of the option. The writer of the put option, who receives the premium, has the obligation, upon exercise of the option during the option period, to buy the underlying security at the exercise price. Options may be based on a security, a securities index or a currency. Options on securities are generally settled by delivery of the underlying security whereas options on a securities index or currency are settled in cash.

OPTIONS ON SECURITIES INDICES. Options on securities indices may be used in much the same manner as options on securities. Index options may serve as a hedge against overall fluctuations in the securities markets or market sectors, rather than anticipated increases or decreases in the value of a particular security. Thus, the effectiveness of techniques using stock index options will depend on the extent to which price movements in the securities index selected correlate with price movements of the Portfolio to be hedged. Options on stock indices are settled exclusively in cash.

 

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OPTION PURCHASES. Call options on securities may be purchased in order to fix the cost of a future purchase. In addition, call options may be used as a means of participating in an anticipated advance of a security on a more limited risk basis than would be possible if the security itself were purchased. In the event of a decline in the price of the underlying security, use of this strategy would serve to limit the amount of loss, if any, to the amount of the option premium paid. Conversely, if the market price of the underlying security rises and the call is exercised or sold at a profit, that profit will be reduced by the amount initially paid for the call.

Put options may be purchased in order to hedge against a decline in market value of a security held by the Portfolio. The put effectively guarantees that the underlying security can be sold at the predetermined exercise price, even if that price is greater than the market value at the time of exercise. If the market price of the underlying security increases, the profit realized on the eventual sale of the security will be reduced by the premium paid for the put option. Put options may also be purchased on a security that is not held by the Portfolio in anticipation of a price decline in the underlying security. In the event the market value of such security declines below the designated exercise price of the put, the Portfolio would then be able to acquire the underlying security at the market price and exercise its put option, thus realizing a profit. In order for this strategy to be successful, however, the market price of the underlying security must decline so that the difference between the exercise price and the market price is greater than the option premium paid.

OPTION WRITING. Call options may be written (sold) by the Portfolios. Generally, calls will be written only when, in the opinion of a Portfolio’s Specialist Manager, the call premium received, plus anticipated appreciation in the market price of the underlying security up to the exercise price of the call, will be greater than the appreciation in the price of the underlying security.

Put options may also be written. This strategy will generally be used when it is anticipated that the market value of the underlying security will remain higher than the exercise price of the put option or when a temporary decrease in the market value of the underlying security is anticipated and, in the view of a Portfolio’s Specialist Manager, it would not be appropriate to acquire the underlying security. If the market price of the underlying security rises or stays above the exercise price, it can be expected that the purchaser of the put will not exercise the option and a profit, in the amount of the premium received for the put, will be realized by the writer of the put. However, if the market price of the underlying security declines or stays below the exercise price, the put option may be exercised and the Portfolio will be obligated to purchase the underlying security at a price that may be higher than its current market value. All option writing strategies will be employed only if the option is “covered.” For this purpose, “covered” means that, so long as the Portfolio is obligated as the writer of a call option, it will (1) own the security underlying the option; or (2) hold on a share-for-share basis a call on the same security, the exercise price of which is equal to or less than the exercise price of the call written. In the case of a put option, the Portfolio will (1) maintain cash or cash equivalents in an amount equal to or greater than the exercise price; or (2) hold on a share-for share basis, a put on the same security as the put written provided that the exercise price of the put held is equal to or greater than the exercise price of the put written.

RISK FACTORS RELATING TO THE USE OF OPTIONS STRATEGIES. The premium paid or received with respect to an option position will reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to the market price, the historical price volatility of the underlying security, the option period, supply and demand, and interest rates. Moreover, the successful use of options as a hedging strategy depends upon the ability to forecast the direction of market fluctuations in the underlying securities, or in the case of index options, in the market sector represented by the index selected.

Under normal circumstances, options traded on one or more of the several recognized options exchanges may be closed by effecting a “closing purchase transaction,” (i.e., by purchasing an identical option with respect to the underlying security in the case of options written and by selling an identical option on the underlying security in the case of options purchased). A closing purchase transaction will effectively cancel an option position, thus permitting profits to be realized on the position, to prevent an underlying security from being called from, or put to, the writer of the option or, in the case of a call option, to permit the sale of the underlying security. A profit or loss may be realized from a closing purchase transaction, depending on whether the overall cost of the closing transaction (including the price of the option and actual transaction costs) is less or more than the premium received from the writing of the option. It should be noted that, in the event a loss is incurred in a closing purchase transaction, that loss may be partially or entirely offset by the premium received from a simultaneous or subsequent sale of a different call or put option. Also, because increases in the market price of an option will generally reflect increases in the market price of the underlying security, any loss resulting from a closing purchase transaction is likely to be offset in whole or in part by appreciation of the underlying security held. Options will normally have expiration dates between three and nine months from the date written. The exercise price of the options may be below, equal to, or above the current market values of the underlying securities at the time the options are written. Options that expire unexercised have no value. Unless an option purchased by a Portfolio is exercised or a closing purchase transaction is effected with respect to that position, a loss will be realized in the amount of the premium paid.

 

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To the extent that a Portfolio writes a call option on a security it holds in its portfolio and intends to use such security as the sole means of “covering” its obligation under the call option, the Portfolio has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price during the option period, but, as long as its obligation under such call option continues, has retained the risk of loss should the price of the underlying security decline. If a Portfolio were unable to close out such a call option, the Portfolio would not be able to sell the underlying security unless the option expired without exercise.

ADDITIONAL RISK FACTORS OF OTC OPTIONS. Certain instruments traded in OTC markets, including indexed securities and OTC options, involve significant liquidity and credit risks. The absence of liquidity may make it difficult or impossible for a Portfolio to sell such instruments promptly at an acceptable price. In addition, lack of liquidity may also make it more difficult for the Portfolio to ascertain a market value for the instrument. A Portfolio will only acquire an illiquid OTC instrument if the agreement with the counterparty contains a formula price at which the contract can be sold or terminated or if on each business day, the Specialist Manager anticipates that at least one dealer quote is available. Instruments traded in OTC markets are not guaranteed by an exchange or clearing organization and generally do not require payment of margin. To the extent that a Portfolio has unrealized gains in such instruments or has deposited collateral with its counterparty, the Portfolio is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations. The Portfolio will attempt to minimize these risks by engaging in transactions with counterparties who have significant capital or who have provided the Portfolio with a third party guarantee or credit enhancement.

FUTURES CONTRACTS AND RELATED INSTRUMENTS. To the extent indicated in the Prospectuses, the Portfolios may use futures contracts and options on futures contracts. The following discussion sets forth certain information relating to the types of futures contracts that the Portfolios may use, together with the risks that may be associated with their use. As part of their investment strategies, a portion of each Portfolio may invest directly in futures contracts and options on futures contracts to attempt to achieve each Portfolio’s investment objective without investing directly in the underlying futures contract.

ABOUT FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A futures contract is a bilateral agreement pursuant to which one party agrees to make, and the other party agrees to accept, delivery of the specified type of security or currency called for in the contract at a specified future time and at a specified price. In practice, however, contracts relating to financial instruments or currencies are closed out through the use of closing purchase transactions before the settlement date and without delivery or the underlying security or currency. In the case of futures contracts based on a securities index, the contract provides for “delivery” of an amount of cash equal to the dollar amount specified multiplied by the difference between the value of the underlying index on the settlement date and the price at which the contract was originally fixed.

Futures contracts may be bought and sold on U.S. and non-U.S. exchanges. Futures contracts in the U.S. have been designed by exchanges that have been designated “contract markets” by the CFTC and must be executed through a futures commission merchant (“FCM”), which is a brokerage firm that is a member of the relevant contract market. Each exchange guarantees performance of the contracts as between the clearing members of the exchange, thereby reducing the risk of counterparty default. Futures contracts may also be entered into on certain exempt markets, including exempt boards of trade and electronic trading facilities, available to certain market participants. Because all transactions in the futures market are made, offset or fulfilled by an FCM through a clearinghouse associated with the exchange on which the contracts are traded, a Portfolio will incur brokerage fees when it buys or sells futures contracts.

STOCK INDEX FUTURES CONTRACTS. A Portfolio may sell stock index futures contracts in anticipation of a general market or market sector decline that may adversely affect the market values of securities held. To the extent that securities held correlate with the index underlying the contract, the sale of futures contracts on that index could reduce the risk associated with a market decline. Where a significant market or market sector advance is anticipated, the purchase of a stock index futures contract may afford a hedge against not participating in such advance at a time when a Portfolio is not fully invested. This strategy would serve as a temporary substitute for the purchase of individual stocks which may later be purchased in an orderly fashion. Generally, as such purchases are made, positions in stock index futures contracts representing equivalent securities would be liquidated.

FUTURES CONTRACTS ON DEBT SECURITIES. Futures contracts on debt securities, often referred to as “interest rate futures,” obligate the seller to deliver a specific type of debt security called for in the contract, at a specified future time. A public market now exists for futures contracts covering a number of debt securities, including long-term U.S. Treasury bonds, ten-year U.S. Treasury notes, and three-month U.S. Treasury bills, and additional futures contracts based on other debt securities or indices of debt securities may be developed in the future. Such contracts may be used to hedge against changes in the general level of interest rates. For example, a Portfolio may purchase such contracts when it wishes to defer a purchase of a longer-term bond because short-term yields are higher than long-term yields. Income would thus be earned on a short-term security and minimize the impact of all or part of an increase in the market price of the long-term debt security to be purchased in the future. A rise in the price of the long-term debt security prior to its purchase either would be offset by an increase in the value of the contract purchased by the Portfolio or avoided by taking delivery of the debt securities underlying the futures contract. Conversely, such a contract might be sold in order to continue to receive the income from a long-term debt security, while at the same time endeavoring to avoid part or all of any decline in market value of that security that would occur with an increase in interest rates. If interest rates did rise, a decline in the value of the debt security would be substantially offset by an increase in the value of the futures contract sold.

 

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OPTIONS ON FUTURES CONTRACTS. An option on a futures contract gives the purchaser the right, in return for the premium, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put) at a specified price at any time during the period of the option. The risk of loss associated with the purchase of an option on a futures contract is limited to the premium paid for the option, plus transaction cost. The seller of an option on a futures contract is obligated to a broker for the payment of initial and variation margin in amounts that depend on the nature of the underlying futures contract, the current market value of the option, and other futures positions held by a Portfolio. Upon exercise of the option, the option seller must deliver the underlying futures position to the holder of the option, together with the accumulated balance in the seller’s futures margin account that represents the amount by which the market price of the underlying futures contract exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option involved. If an option is exercised on the last trading day prior to the expiration date of the option, settlement will be made entirely in cash equal to the difference between the exercise price of the option and the value at the close of trading on the expiration date.

RISK CONSIDERATIONS RELATING TO FUTURES CONTRACTS AND RELATED INSTRUMENTS. Participants in the futures markets are subject to certain risks. Positions in futures contracts may be closed out only on the exchange on which they were entered into (or through a linked exchange): no secondary market exists for such contracts. In addition, there can be no assurance that a liquid market will exist for the contracts at any particular time. Most futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit. It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses. In such event, and in the event of adverse price movements, a Portfolio would be required to make daily cash payments of variation margin. In such circumstances, an increase in the value of that portion of the securities being hedged, if any, may partially or completely offset losses on the futures contract.

As noted above, there can be no assurance that price movements in the futures markets will correlate with the prices of the underlying securities positions. In particular, there may be an imperfect correlation between movements in the prices of futures contracts and the market value of the underlying securities positions being hedged. In addition, the market prices of futures contracts may be affected by factors other than interest rate changes and, as a result, even a correct forecast of interest rate trends might not result in a successful hedging strategy. If participants in the futures market elect to close out their contracts through offsetting transactions rather than by meeting margin deposit requirements, distortions in the normal relationship between debt securities and the futures markets could result. Price distortions could also result if investors in the futures markets opt to make or take delivery of the underlying securities rather than engage in closing transactions because such trend might result in a reduction in the liquidity of the futures market. In addition, an increase in the participation of speculators in the futures market could cause temporary price distortions.

The risks associated with options on futures contracts are similar to those applicable to all options and are summarized above under the heading “Hedging Through the Use of Options: Risk Factors Relating to the Use of Options Strategies.” In addition, as is the case with futures contracts, there can be no assurance that (1) there will be a correlation between price movements in the options and those relating to the underlying securities; (2) a liquid market for options held will exist at the time when a Portfolio may wish to effect a closing transaction; or (3) predictions as to anticipated interest rate or other market trends on behalf of a Portfolio will be correct.

MARGIN AND SEGREGATION REQUIREMENTS APPLICABLE TO FUTURES RELATED TRANSACTIONS. When a purchase or sale of a futures contract is made by a Portfolio, that Portfolio is required to deposit with its custodian (or broker, if legally permitted) a specified amount of cash or U.S. government securities (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Portfolio upon termination of the contract, assuming all contractual obligations have been satisfied. The Portfolio expects to earn interest income on its initial margin deposits. A futures contract held by a Portfolio is valued daily at the official settlement price of the exchange on which it is traded. Each day the Portfolio 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 the Portfolio but is instead a settlement between the Portfolio and the broker of the amount one would owe the other if the futures contract expired. In computing daily net asset value, the Portfolio will value its open futures positions at market.

There is a risk of loss by a Portfolio of the initial and variation margin deposits in the event of bankruptcy of the broker with which the Portfolio has an open position in a futures contract. The assets of a Portfolio may not be fully protected in the event of the bankruptcy of the broker because the Portfolio might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of the broker’s customers.

 

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With the exception of The Institutional Value Equity, The Institutional Growth Equity Portfolio, The Fixed Income Opportunity Portfolio and The Commodity Returns Strategy Portfolio, a Portfolio will not enter into a futures contract or an option on a futures contract if, immediately thereafter, the aggregate initial margin deposits relating to such positions plus premiums paid by it for open futures option positions, less the amount by which any such options are “in-the-money,” would exceed 5% of the Portfolio’s total assets. A call option is “in-the-money” if the value of the futures contract that is the subject of the option exceeds the exercise price. A put option is “in-the-money” if the exercise price exceeds the value of the futures contract that is the subject of the option.

When purchasing a futures contract, a Portfolio will maintain, either with its custodian bank or, if permitted, a broker, and will mark-to-market on a daily basis, cash, U.S. government securities, or other highly liquid securities that, when added to the amounts deposited with a futures commission merchant as margin, are equal to the market value of the futures contract. Alternatively, a Portfolio may “cover” its position by purchasing a put option on the same futures contract with a strike price as high as or higher than the price of the contract held by the Portfolio. When selling a futures contract, a Portfolio will similarly maintain liquid assets that, when added to the amount deposited with a futures commission merchant as margin, are equal to the market value of the instruments underlying the contract. Alternatively, a Portfolio may “cover” its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a Portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting a Portfolio to purchase the same futures contract at a price no higher than the price of the contract written by that Portfolio (or at a higher price if the difference is maintained in liquid assets with the Trust’s custodian).

When selling a call option on a futures contract, a Portfolio will maintain, either with its custodian bank or, if permitted, a broker, and will mark-to-market on a daily basis, cash, U. S. government securities, or other highly liquid securities that, when added to the amounts deposited with a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option. Alternatively, a Portfolio may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Portfolio to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Portfolio.

When selling a put option on a futures contract, the Portfolio will similarly maintain cash, U.S. government securities, or other highly liquid securities that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Portfolio may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is the same or higher than the strike price of the put option sold by the Portfolio.

SWAP AGREEMENTS. A Portfolio may enter into swap agreements for purposes of attempting to gain exposure to the securities making up an index without actually purchasing those instruments, to hedge a position or to gain exposure to a particular instrument or currency.

ABOUT SWAP AGREEMENTS. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one-year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) and/or cash flow 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 “basket” of securities representing a particular index. Forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap,” interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or “floor;” and interest rate dollars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. A credit default swap is a specific kind of counterparty agreement designed to transfer the third party credit risk between parties. One party in the swap is a lender and faces credit risk from a third party and the counterparty in the credit default swap agrees to insure this risk in exchange for regular periodic payments (essentially an insurance premium). If the third party defaults, the party providing insurance will have to purchase from the insured party the defaulted asset. The Select Aggregate Market Index (“SAMI”) is a basket of credit default swaps whose underlying reference obligations are floating rate loans. Investments in SAMIs increase exposure to risks that are not typically associated with investments in other floating rate debt instruments, and involve many of the risks associated with investments in derivative instruments. The liquidity of the market for SAMIs is subject to liquidity in the secured loan and credit derivatives markets.

The Commodity Returns Strategy Portfolio and The Fixed Income Opportunity Portfolio may enter into credit default swap agreements. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by the Portfolio. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. The Portfolio may be either the buyer or seller in the transaction. If the Portfolio is a buyer and

 

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no credit event occurs, the Portfolio may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Portfolio generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Portfolio would effectively add leverage to its portfolio because, in addition to its total net assets, a Portfolio would be subject to investment exposure on the notional amount of the swap.

A swap agreement may be negotiated bilaterally and traded OTC between the two parties (for an uncleared swap) or, in some instances, must be transacted through an FCM and cleared through a clearinghouse that serves as a central counterparty (for a cleared swap). In an uncleared swap, the swap counterparty will be a brokerage firm, bank or other financial institution. During the term of an uncleared swap, a Portfolio is usually required to pledge to the swap counterparty, from time to time, an amount of cash and/or other assets equal to the total net amount (if any) that would be payable by the Portfolio to the counterparty if all outstanding swaps between the parties were terminated on the date in question, including, any early termination payments (“Variation Margin”). Periodically, changes in the amount pledged are made to recognize changes in value of the contract resulting from, among other things, interest on the notional value of the contract, market value changes in the underlying investment, and/or dividends paid by the issuer of the underlying instrument. Likewise, the counterparty will be required to pledge cash or other assets to cover its obligations to the Portfolio. However, the amount pledged may not always be equal to or more than the amount due to the other party. Therefore, if a counterparty defaults on its obligations to a Portfolio, the amount pledged by the counterparty and available to the Portfolio may not be sufficient to cover all the amounts due to the Portfolio and the Portfolio may sustain a loss.

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related regulatory developments, which imposed comprehensive regulatory requirements on swaps and swap market participants, certain standardized swaps are subject to mandatory central clearing and trade execution requirements. In a cleared swap, a Portfolio’s ultimate counterparty is a central clearinghouse rather than a brokerage firm, bank or other financial institution. Cleared swaps are submitted for clearing through each party’s FCM, which must be a member of the clearinghouse that serves as the central counterparty. Mandatory exchange-trading and clearing of swaps will occur on a phased-in basis based on CFTC approval of contracts for central clearing and public trading facilities making such cleared swaps available to trade. To date, the CFTC has designated only certain of the most common types of credit default index swaps and certain interest rate swaps as subject to mandatory clearing and certain public trading facilities have made certain of those swaps available to trade, but it is expected that additional categories of swaps will in the future be designated as subject to mandatory clearing and trade execution requirements. Central clearing is intended to reduce counterparty credit risk and increase liquidity, but central clearing does not eliminate these risks and may involve additional costs and risks not involved with uncleared swaps.

The use of equity swaps is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions.

A Portfolio’s current obligations under a swap agreement will be accrued daily (offset against any amounts owing to the portfolio) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by earmarking or segregating assets determined to be liquid. Obligations under swap agreements so covered will not be construed to be “senior securities” for purposes of a Portfolio’s investment restriction concerning senior securities. Certain swap agreements may be considered to be illiquid for a Portfolio’s illiquid investment limitations. A Portfolio may enter into swap agreements to invest in a market without owning or taking physical custody of securities in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable.

A Portfolio bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. In addition, a Portfolio’s risk of loss includes any margin at risk in the event of default by the counterparty (in an uncleared swap) or the central counterparty or FCM (in a cleared swap), plus any transaction costs.

Uncleared swaps are typically executed bilaterally with a swap dealer rather than traded on exchanges. As a result, swap participants may not be as protected as participants on organized exchanges. Performance of a swap agreement is the responsibility only of the swap counterparty and not of any exchange or clearinghouse. As a result, the Portfolios are subject to counterparty risk (i.e., the risk that a counterparty will be unable or will refuse to perform under such agreement, including because of the counterparty’s bankruptcy or insolvency). A Portfolio risks the loss of the accrued but unpaid amounts under a swap agreement, which could be substantial, in the event of a default, insolvency or bankruptcy by a swap counterparty. In such an event, a Portfolio will have contractual remedies pursuant to the swap agreements, but bankruptcy and insolvency laws could affect the Portfolio’s rights as a creditor. While the Portfolios will not enter into any swap agreement unless the Specialist Manager believes that the counterparty to the transaction is creditworthy, in unusual or extreme market conditions, a counterparty’s creditworthiness and ability to perform may deteriorate rapidly, and the availability of suitable replacement counterparties may become limited. If the counterparty’s creditworthiness declines, the value of a swap agreement would likely decline, potentially resulting in losses.

 

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Currently, the Portfolios do not typically provide initial margin in connection with swaps. Rules requiring initial margin to be posted by certain market participants for uncleared swaps have, however, been adopted and are being phased in over time. When these rules take effect with respect to the Portfolios, if a Portfolio is deemed to have material swaps exposure under applicable swap regulations, it will be required to post initial in addition to variation margin.

As noted above, under recent financial reforms, certain types of swaps are, and others eventually are expected to be, required to be cleared through a central counterparty, which may affect counterparty risk and other risks faced by a Portfolio. Central clearing is designed to reduce counterparty credit risk and increase liquidity compared to bilateral swaps because central clearing interposes the central clearinghouse as the counterparty to each participant’s swap, but it does not eliminate those risks completely. There is also a risk of loss by a Portfolio of the initial and variation margin deposits in the event of bankruptcy of the FCM with which the Portfolio

has an open position, or the central counterparty in a swap contract. The assets of a Portfolio may not be fully protected in the event of the bankruptcy of the FCM or central counterparty because the Portfolio might be limited to recovering only a pro rata share of all available funds and margin segregated on behalf of an FCM’s customers. If the FCM does not provide accurate reporting, a Portfolio is also subject to the risk that the FCM could use the Portfolio’s assets, which are held in an omnibus account with assets belonging to the FCM’s other customers, to satisfy its own financial obligations or the payment obligations of another customer to the central counterparty. Credit risk of cleared swap participants is concentrated in a few clearinghouses, and the consequences of insolvency of a clearinghouse are not clear.

With cleared swaps, a Portfolio may not be able to obtain terms as favorable as it would be able to negotiate for a bilateral, uncleared swap. In addition, an FCM may unilaterally amend the terms of its agreement with the Portfolio, which may include the imposition of position limits or additional margin requirements with respect to the Portfolio’s investment in certain types of swaps. Central counterparties and FCMs can require termination of existing cleared swaps upon the occurrence of certain events, and can also require increases in margin above the margin that is required at the initiation of the swap agreement.

The Portfolios are also subject to the risk that, after entering into a cleared swap with an executing broker, no FCM or central counterparty is willing or able to clear the transaction. In such an event, a Portfolio may be required to break the trade and make an early termination payment to the FCM.

Swaps that are subject to mandatory clearing are also required to be traded on swap execution facilities (“SEFs”), if any SEF makes the swap available to trade. An SEF is a trading platform where multiple market participants can execute swap transactions by accepting bids and offers made by multiple other participants on the platform. Transactions executed on an SEF may increase market transparency and liquidity but may require a Portfolio to incur increased expenses to access the same types of swaps that it has used in the past.

Swap agreements typically are settled on a net basis, which means that the two payment streams are netted out, with a Portfolio receiving or paying, as the case may be, only the net amount of the two payments. Payments may be made at the conclusion of a swap agreement or periodically during its term. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to swap agreements is limited to the net amount of payments that a Portfolio is contractually obligated to make. If the other party to a swap agreement defaults, a Portfolio’s risk of loss consists of the net amount of payments that such Portfolio is contractually entitled to receive, if any. The net amount of the excess, if any, of a Portfolio’s obligations over its entitlements with respect to each swap will be accrued on a daily basis and liquid assets, having an aggregate net asset value at least equal to such accrued excess will be earmarked or maintained in a segregated account by the Portfolio’s custodian. In as much as these transactions are entered into for hedging purposes or are offset by segregating liquid assets, as permitted by applicable law, the Portfolios and their respective Specialist Manager(s) believe that these transactions do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to a Portfolio’s borrowing restrictions. For purposes of each of the Portfolio’s requirements under Rule 12d3-1 where, for example, a Portfolio is prohibited from investing more than 5% of its total assets in any one broker, dealer, underwriter or investment adviser (the “securities-related issuer”) , the mark-to-market value will be used to measure the Portfolio’s counterparty exposure. In addition, the mark-to-market value will be used to measure the Portfolio’s issuer exposure for purposes of Section 5b-1.

A Portfolio may enter into index swap agreements as an additional hedging strategy for cash reserves held by the Portfolio or to effect investment transactions consistent with the Portfolio’s investment objective and strategies. Index swaps tend to have a maturity of one year. There is not a well-developed secondary market for index swaps. Many index swaps are considered to be illiquid because the counterparty will typically not unwind an index swap prior to its termination (and, not surprisingly, index swaps tend to have much shorter terms). A Portfolio may therefore treat all index swaps as subject to their limitation on illiquid investments.

The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid in comparison with the markets for other similar instruments, which are traded in the over-the-counter market. The Specialist Manager, under the supervision of the Board of Trustees and the Adviser, is responsible for determining and monitoring the liquidity of Portfolio transactions in swap agreements.

 

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Synthetic Equity Swaps. Certain Portfolios may also enter into synthetic equity swaps, in which one party to the contract agrees to pay the other party the total return earned or realized on a particular “notional amount” of value of an underlying equity security including any dividends distributed by the underlying security. The other party to the contract makes regular payments, typically at a fixed rate or at a floating rate based on LIBOR or other variable interest rated based on the notional amount. The notional amount is not invested in the reference security. Similar to currency swaps, synthetic equity swaps are generally entered into on a net basis, which means the two payment streams are netted out and the Portfolio will either pay or receive the net amount. The Portfolio will enter into a synthetic equity swap instead of purchasing the reference security when the synthetic equity swap provides a more efficient or less expensive way of gaining exposure to a security compared with a direct investment in the security.

OTHER HEDGING INSTRUMENTS. Generally, a Portfolio’s investment in the shares of another investment company is restricted to up to 5% of its total assets and aggregate investments in all investment companies is limited to 10% of total assets. Provided certain requirements set forth in the Act are met, however, investments in excess of these limitations may be made. Certain of the Portfolios may make such investments, some of which are described below.

The Portfolios may invest in exchange-traded funds (“ETFs”) as part of each Portfolio’s overall hedging strategies. Such strategies are designed to reduce certain risks that would otherwise be associated with the investments in the types of securities in which the Portfolios invest and/or in anticipation of future purchases, including to achieve market exposure pending direct investment in securities, provided that the use of such strategies is consistent with the investment policies and restrictions adopted by the Portfolios. Although similar diversification benefits may be achieved through an investment in another investment company, ETFs generally offer greater liquidity and lower expenses. Because an ETF charges its own fees and expenses, fund shareholders will indirectly bear these costs. The Portfolios will also incur brokerage commissions and related charges when purchasing shares in an exchange-traded fund in secondary market transactions. Unlike typical investment company shares, which are valued once daily, shares in an ETF may be purchased or sold on a listed securities exchange throughout the trading day at market prices that are generally close to net asset value. ETFs are subject to liquidity and market risks. Some ETFs traded on securities exchanges are actively managed and subject to the same Management Risks as other actively managed investment companies. Other ETFs have an objective to track the performance of a specified index (“Index ETFs”). Therefore, securities may be purchased, retained and sold by an Index ETF at times when an actively managed trust would not do so. As a result, in an Index ETF you can expect greater risk of loss (and a correspondingly greater prospect of gain) from changes in the value of the securities that are heavily weighted in the index than would be the case if the Index ETF portfolio was not fully invested in such securities. In addition, the results of an Index ETF investment will not match the performance of the specified index due to reductions in the Index ETF’s performance attributable to transaction and other expenses, including fees paid by the Index ETF portfolio to service providers. Because of these factors, the price of ETFs can be volatile, and a Portfolio may sustain sudden, and sometimes substantial, fluctuations in the value of its investment in an ETF.

The Portfolios may invest in ETFs that are consistent with the Portfolio’s investment strategy, as well as Standard & Poor’s Depositary Receipts (“SPDRs”). SPDRs are interests in a unit investment trust (“UIT”) that may be obtained directly from the UIT or purchased in the secondary market (SPDRs are listed on the American Stock Exchange). The UIT will issue SPDRs in aggregations known as “Creation Units” in exchange for a “Portfolio Deposit” consisting of (a) a portfolio of securities substantially similar to the component securities (“Index Securities”) of the S&P Index, (b) a cash payment equal to a pro rata portion of the dividends accrued on the UIT’s portfolio securities since the last dividend payment by the UIT, net of expenses and liabilities, and (c) a cash payment or credit, called a “Balancing Amount”) designed to equalize the net asset value of the S&P Index and the net asset value of a Portfolio Deposit. SPDRs are not individually redeemable, except upon termination of the UIT. To redeem, a Portfolio must accumulate enough SPDRs to reconstitute a Creation Unit. The liquidity of small holdings of SPDRs, therefore, will depend upon the existence of a secondary market. Upon redemption of a Creation Unit, the Portfolio will receive Index Securities and cash identical to the Portfolio Deposit required of an investor wishing to purchase a Creation Unit that day. The price of SPDRs is derived from and based upon the securities held by the UIT. Accordingly, the level of risk involved in the purchase or sale of a SPDR is similar to the risk involved in the purchase or sale of traditional common stock, with the exception that the pricing mechanism for SPDRs is based on a basket of stocks. Disruptions in the markets for the securities underlying SPDRs purchased or sold by a Portfolio could result in losses on SPDRs. Trading in SPDRs involves risks similar to those risks involved in the writing of options on securities. The Portfolios may invest in certain ETFs in excess of the normal statutory limits in reliance on exemptive orders that have been issued to the entities issuing shares in those ETFs, provided that certain conditions are met.

COMMODITY-LINKED DERIVATIVES. The Commodity Returns Strategy Portfolio may invest in instruments with principal and/or coupon payments linked to the value of commodities, commodity futures contracts, or the performance of commodity indices such as “commodity-linked” or “index-linked” notes. These instruments are sometimes referred to as “structured notes” because the terms of the instrument may be structured by the issuer of the note and the purchaser of the note, such as the Portfolio.

The values of these notes will rise and fall in response to changes in the underlying commodity or related index or investment. These notes expose the Portfolio economically to movements in commodity prices, but a particular note has many features of a debt obligation. These notes also are subject to credit and interest rate risks that in general affect the value of debt securities. Therefore, at the maturity of the note, the Portfolio may receive more or less principal than it originally invested. The Portfolio might receive interest payments on the note that are more or less than the stated coupon interest rate payments.

 

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Structured notes may involve leverage, meaning that the value of the instrument will be calculated as a multiple of the upward or downward price movement of the underlying commodity future or index. The prices of commodity-linked instruments may move in different directions than investments in traditional equity and debt securities in periods of rising inflation. Of course, there can be no guarantee that the Portfolio’s commodity-linked investments would not be correlated with traditional financial assets under any particular market conditions.

Commodity-linked notes may be issued by US and foreign banks, brokerage firms, insurance companies and other corporations. In addition to fluctuating in response to changes in the underlying commodity assets, these notes will be subject to credit and interest rate risks that typically affect debt securities.

The commodity-linked instruments may be wholly principal protected, partially principal protected or offer no principal protection. With a wholly principal protected instrument, the Portfolio will receive at maturity the greater of the par value of the note or the increase in value of the underlying index. Partially protected instruments may suffer some loss of principal up to a specified limit if the underlying index declines in value during the term of the instrument. For instruments without principal protection, there is a risk that the instrument could lose all of its value if the index declines sufficiently. The Specialist Managers’ decisions on whether and to what extent to use principal protection depend in part on the cost of the protection. In addition, the ability of the Portfolio to take advantage of any protection feature depends on the creditworthiness of the issuer of the instrument.

Commodity-linked derivatives are generally hybrid instruments which are excluded from regulation under the CEA and the rules thereunder, so that the Portfolio will not be considered a “commodity pool.” Additionally, from time to time the Portfolio may invest in other hybrid instruments that do not qualify for exemption from regulation under the CEA.

Participation Notes. The Funds may invest in participation notes (“P-notes”), which are instruments that are issued by banks, broker-dealers or their affiliates and are designed to offer a return linked to a particular underlying equity, debt, currency or market. If the P-note were held to maturity, the issuer would pay to the purchaser the underlying instrument’s value at maturity with any necessary adjustments. The holder of a P-note that is linked to a particular underlying security or instrument may be entitled to receive dividends paid in connection with that underlying security or instrument, but typically does not receive voting rights as it would if it directly owned the underlying security or instrument. In addition, there can be no assurance that there will be a trading market for a P-note or that the trading price of a P-note will equal the underlying value of the security, instrument or market that it seeks to replicate. Due to transfer restrictions, the secondary markets on which a P-note is traded may be less liquid than the market for other securities, or may be completely illiquid, which may expose the Fund to risks of mispricing or improper valuation. P-notes typically constitute general unsecured contractual obligations of the banks, broker-dealers or their relevant affiliates that issue them, which subjects the Fund to counterparty risk. P-notes also have the same risks associated with a direct investment in the underlying securities, instruments or markets that they seek to replicate.

COMMODITY POOL OPERATOR REGULATION AND EXCLUSIONS. With respect to the Commodity Returns Strategy Portfolio, the Adviser is registered as a “commodity pool operator” (“CPO”) under the Commodity Exchange Act (“CEA”) and the rules of the CFTC and is subject to CFTC regulation with respect to that Portfolio. The CFTC has adopted rules regarding the disclosure, reporting and recordkeeping requirements that apply with respect to the Portfolio as a result of the Adviser’s registration as a CPO. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable SEC requirements. This means that for most of the CFTC’s disclosure and shareholder reporting requirements applicable to the Adviser as the Portfolio’s CPO, the Adviser’s compliance with SEC disclosure and shareholder reporting requirements will be deemed to fulfill the Adviser’s CFTC compliance obligations. However, as a result of CFTC regulation with respect to the Portfolio, the Portfolio may incur additional compliance and other expenses. The CFTC has neither reviewed nor approved the Portfolio, its investment strategies or its prospectus. In addition, with respect to the Commodity Returns Strategy Portfolio, the Adviser is relying upon an exemption from registration as a “commodity trading advisor” (“CTA”) under the CEA and the rules of the CFTC.

With respect to each Portfolio other than The Commodity Returns Strategy Portfolio (each, an “Excluded Portfolio”), the Adviser has claimed an exclusion from the definition of CPO under the CEA and the rules of the CFTC and, therefore, is not subject to CFTC registration or regulation as a CPO. In addition, with respect to the Excluded Portfolios, the Adviser is relying upon a related exclusion from the definition of CTA under the CEA and the rules of the CFTC.

The terms of the CPO exclusion require each Excluded Portfolio, among other things, to adhere to certain limits on its investments in “commodity interests.” Commodity interests include commodity futures, commodity options and swaps, which in turn include non-deliverable forwards. Because the Adviser and the Excluded Portfolios intend to comply with the terms of the CPO exclusion, an

 

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Excluded Portfolio may, in the future, need to adjust its investment strategies, consistent with its investment objective, to limit its investments in these types of instruments. The Excluded Portfolios are not intended as vehicles for trading in the commodity futures, commodity options or swaps markets. The CFTC has neither reviewed nor approved the Adviser’s reliance on these exclusions, or the Excluded Portfolios, their investment strategies or this SAI.

 

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Generally, the exclusion from CPO regulation on which the Adviser relies requires each Excluded Portfolio to meet one of the following tests for its commodity interest positions, other than positions entered into for bona fide hedging purposes (as defined in the rules of the CFTC): either (1) the aggregate initial margin and premiums required to establish the Excluded Portfolio’s positions in commodity interests may not exceed 5% of the liquidation value of the Excluded Portfolio (after taking into account unrealized profits and unrealized losses on any such positions); or (2) the aggregate net notional value of the Excluded Portfolio’s commodity interest positions, determined at the time the most recent such position was established, may not exceed 100% of the liquidation value of the Excluded Portfolio (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of these trading limitations, the Excluded Portfolios may not be marketed as commodity pools or otherwise as vehicles for trading in the commodity futures, commodity options or swaps markets. If, in the future, an Excluded Portfolio can no longer satisfy these requirements, the Adviser would withdraw its notice claiming an exclusion from the definition of a CPO, and the Adviser would be subject to registration and regulation as a CPO with respect to the Excluded Portfolio, in accordance with CFTC rules that apply to CPOs of registered investment companies. Generally, these rules allow for substituted compliance with CFTC disclosure and shareholder reporting requirements, based on the Adviser’s compliance with comparable SEC requirements. However, as a result of CFTC regulation with respect to the Excluded Portfolio, the Excluded Portfolio may incur additional compliance and other expenses.

INDEX INVESTING

A portion of the assets of certain Portfolios may at times be committed to investing assets in a manner that replicates the performance of an appropriate benchmark index. At times, subsets of these indices may also be used as a basis for selecting securities for such a portion of a Portfolio. This passive investment style would differ from the active management investment techniques used with respect to the Portfolios’ other assets. Rather than relying upon fundamental research, economic analysis and investment judgment, this approach uses automated statistical analytic procedures that seek to track the performance of a selected stock index or subset thereof.

INVESTMENT COMPANY SECURITIES

The Adviser or the Specialist Managers may also acquire, on behalf of a Portfolio, securities issued by other investment companies to the extent permitted under the Investment Company Act, provided that such investments are otherwise consistent with the overall investment objective and policies of that Portfolio. A Portfolio may also invest in shares of another Portfolio of the Trust (“Affiliated Portfolio”) to the extent that such investments are consistent with the acquiring Portfolio’s investment objectives, policies and restrictions are permissible under the Investment Company Act. The Investment Manager will voluntarily waive advisory fees payable by the Portfolio in an amount equal to 100% of the advisory fee the Investment Manager receives from an Affiliated Portfolio as a result of the Portfolio’s investment in the Affiliated Portfolio.

To the extent that a Portfolio invests in investment companies that themselves invest in securities that would satisfy any applicable minimum investment policy of the Portfolio, such investments will be included, on a “look-through” basis, in that minimum investment policy for compliance purposes.

MONEY MARKET INSTRUMENTS

BANK OBLIGATIONS. Bank Obligations may include certificates of deposit, time deposits and bankers’ acceptances. Certificates of Deposit (“CDs”) are short-term negotiable obligations of commercial banks. Time Deposits (“TDs”) are non-negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial banks by borrowers usually in connection with international transactions. U.S. commercial banks organized under federal law are supervised and examined by the Comptroller of the Currency and are required to be members of the Federal Reserve System and to be insured by the Federal Deposit Insurance Corporation (the “FDIC”). U.S. banks organized under state law are supervised and examined by state banking authorities but are members of the Federal Reserve System only if they elect to join. Most state banks

 

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are insured by the FDIC (although such insurance may not be of material benefit to a Portfolio, depending upon the principal amount of CDs of each bank held by the Portfolio) and are subject to federal examination and to a substantial body of federal law and regulation. As a result of governmental regulations, U.S. branches of U.S. banks, among other things, generally are required to maintain specified levels of reserves, and are subject to other supervision and regulation designed to promote financial soundness. U.S. savings and loan associations, the CDs of which may be purchased by the Portfolios, are supervised and subject to examination by the Office of Thrift Supervision. U.S. savings and loan associations are insured by the Savings Association Insurance Portfolio which is administered by the FDIC and backed by the full faith and credit of the U.S. government.

COMMERCIAL PAPER. Commercial paper is a short-term, unsecured negotiable promissory note of a U.S. or non-U.S. issuer. Each of the Portfolios may purchase commercial paper for temporary purposes; The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and the Income Portfolios may acquire these instruments as described in the Prospectuses. Each Portfolio may similarly invest in variable rate master demand notes which typically are issued by large corporate borrowers and which provide for variable amounts of principal indebtedness and periodic adjustments in the interest rate. Demand notes are direct lending arrangements between a Portfolio and an issuer, and are not normally traded in a secondary market. A Portfolio, however, may demand payment of principal and accrued interest at any time. In addition, while demand notes generally are not rated, their issuers must satisfy the same criteria as those that apply to issuers of commercial paper. The appropriate Specialist Manager will consider the earning power, cash flow and other liquidity ratios of issuers of demand notes and continually will monitor their financial ability to meet payment on demand. See also “Variable and Floating Rate Instruments,” below.

REPURCHASE AGREEMENTS. Repurchase Agreements may be used for temporary investment purposes. Under the terms of a typical repurchase agreement, a Portfolio would acquire an underlying debt security for a relatively short period (usually not more than one week), subject to an obligation of the seller to repurchase that security and the obligation of that Portfolio to resell that security at an agreed-upon price and time. Repurchase agreements could involve certain risks in the event of default or insolvency of the other party, including possible delays or restrictions upon a Portfolio’s ability to dispose of the underlying securities. The Specialist Manager for each Portfolio, in accordance with guidelines adopted by the Board, monitors the creditworthiness of those banks and non-bank dealers with which the respective Portfolios may enter into repurchase agreements. The Trust also monitors the market value of the securities underlying any repurchase agreement to ensure that the repurchase obligation of the seller is adequately collateralized.

Repurchase agreements may be entered into with primary dealers in U.S. government securities who meet credit guidelines established by the Board (each a “repo counterparty”). Under each repurchase agreement, the repo counterparty will be required to maintain, in an account with the Trust’s custodian bank, securities that equal or exceed the repurchase price of the securities subject to the repurchase agreement. A Portfolio will generally enter into repurchase agreements with short durations, from overnight to one week, although securities subject to repurchase agreements generally have longer maturities. A Portfolio may not enter into a repurchase agreement with more than seven days to maturity if, as a result, more than 15% of the value of its net assets would be invested in illiquid securities including such repurchase agreements. For purposes of the Investment Company Act, a repurchase agreement may be deemed a loan to the repo counterparty. It is not clear whether, in the context of a bankruptcy proceeding involving a repo counterparty, a court would consider a security acquired by a Portfolio subject to a repurchase agreement as being owned by that Portfolio or as being collateral for such a “loan.” If a court were to characterize the transaction as a loan, and a Portfolio has not perfected a security interest in the security acquired, that Portfolio could be required to turn the security acquired over to the bankruptcy trustee and be treated as an unsecured creditor of the repo counterparty. As an unsecured creditor, a Portfolio would be at the risk of losing some or all of the principal and income involved in the transaction. In the event of any such bankruptcy or insolvency proceeding involving a repo counterparty with whom a Portfolio has outstanding repurchase agreements, a Portfolio may encounter delays and incur costs before being able to sell securities acquired subject to such repurchase agreements. Any such delays may involve loss of interest or a decline in price of the security so acquired.

Apart from the risk of bankruptcy or insolvency proceedings, there is also the risk that the repo counterparty may fail to repurchase the security. However, a Portfolio will always receive as collateral for any repurchase agreement to which it is a party, securities acceptable to it, the market value of which is equal to at least 102% of the repurchase price, and the Portfolio will make payment against such securities only upon physical delivery or evidence of book entry transfer of such collateral to the account of its custodian bank. If the market value of the security subject to the repurchase agreement falls below the repurchase price the Trust will direct the repo counterparty to deliver to the Trust’s custodian additional securities so that the market value of all securities subject to the repurchase agreement will equal or exceed the repurchase price.

SECURITIES LENDING. Certain of the Portfolios may lend from their total assets in the form of their portfolio securities to broker dealers under contracts calling for collateral equal to at least the market value of the securities loaned, marked to market on a daily basis. The Portfolios will continue to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral, which may include shares of a money market fund subject to any investment restrictions listed in this Statement. The Portfolios pay various fees in connection with the investment of the collateral. Under some securities lending arrangements a Portfolio

 

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may receive a set fee for keeping its securities available for lending. Any voting rights, or rights to consent, relating to securities loaned pass to the borrower. Cash collateral received by a Portfolio in securities lending transactions may be invested in short-term liquid fixed income instruments or in money market or short-term funds, or similar investment vehicles, including affiliated money market or short-term mutual funds. A Portfolio bears the risk of such investments.

VARIABLE AND FLOATING RATE INSTRUMENTS. Short-term variable rate instruments (including floating rate instruments) from banks and other issuers may be used for temporary investment purposes, or longer-term variable and floating rate instruments may be used in furtherance of a Portfolio’s investment objectives. A “variable rate instrument” is one whose terms provide for the adjustment of its interest rate on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A “floating rate instrument” is one whose terms provide for the adjustment of its interest rate whenever a specified interest rate changes and which, at any time, can reasonably be expected to have a market value that approximates its par value. These instruments may include variable amount master demand notes that permit the indebtedness to vary in addition to providing for periodic adjustments in the interest rates.

Variable rate instruments are generally not rated by nationally recognized ratings organizations. The appropriate Specialist Manager will consider the earning power, cash flows and other liquidity ratios of the issuers and guarantors of such instruments and, if the instrument is subject to a demand feature, will continuously monitor their financial ability to meet payment on demand. Where necessary to ensure that a variable or floating rate instrument is equivalent to the quality standards applicable to a Portfolio’s fixed income investments, the issuer’s obligation to pay the principal of the instrument will be backed by an unconditional bank letter or line of credit, guarantee or commitment to lend. Any bank providing such a bank letter, line of credit, guarantee or loan commitment will meet the Portfolio’s investment quality standards relating to investments in bank obligations. A Portfolio will invest in variable and floating rate instruments only when the appropriate Specialist Manager deems the investment to involve minimal credit risk. The Specialist Manager will also continuously monitor the creditworthiness of issuers of such instruments to determine whether a Portfolio should continue to hold the investments.

The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a Portfolio could suffer a loss if the issuer defaults or during periods in which a Portfolio is not entitled to exercise its demand rights. Variable and floating rate instruments held by a Portfolio will be subject to the Portfolio’s limitation on investments in illiquid securities when a reliable trading market for the instruments does not exist and the Portfolio may not demand payment of the principal amount of such instruments within seven days. If an issuer of a variable rate demand note defaulted on its payment obligation, a Portfolio might be unable to dispose of the note and a loss would be incurred to the extent of the default.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

MORTGAGE-BACKED SECURITIES. Certain Portfolios may invest in mortgage-backed securities, including derivative instruments. Mortgage-backed securities represent direct or indirect participations in or obligations collateralized by and payable from mortgage loans secured entirely or primarily by “pools” of residential or commercial mortgage loans or other assets. A Portfolio may invest in mortgage-backed securities issued by U.S. government agencies and government-sponsored entities such as the Government National Mortgage Association (“GNMA”), the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”) and Federal Home Loan Banks. Obligations of GNMA are backed by the full faith and credit of the U.S. Government. Obligations of FNMA, FHLMC and Federal Home Loan Banks are not backed by the full faith and credit of the U.S. Government but are considered to be of high quality since those entities are considered to be instrumentalities of the United States. The payment of interest and principal on mortgage-backed obligations issued by these entities may be guaranteed by the full faith and credit of the U.S. Government (in the case of GNMA), or may be guaranteed by the issuer (in the case of FNMA and FHLMC). However, these guarantees do not apply to the market prices and yields of these securities, which vary with changes in interest rates as well as early prepayments of underlying mortgages. These securities represent ownership in a pool of Federally insured mortgage loans with a maximum maturity of 30 years. The scheduled monthly interest and principal payments relating to mortgages in the pool will be “passed through” to investors. Government mortgage-backed securities differ from conventional bonds in that principal is paid back to the certificate holders over the life of the loan rather than at maturity. As a result, there will be monthly scheduled payments of principal and interest.

Mortgage-backed securities also include securities issued by non-governmental entities including collateralized mortgage obligations (“CMOs”) and real estate mortgage investment conduits (“REMICs”) that are not insured or guaranteed. CMOs are securities collateralized by mortgages, mortgage pass-throughs, mortgage pay-through bonds (bonds representing an interest in a pool of mortgages where the cash flow generated from the mortgage collateral pool is dedicated to bond repayment), and mortgage-backed bonds (general obligations of the issuers payable out of the issuers’ general funds and additionally secured by a first lien on a pool of single family detached properties). Many CMOs are issued with a number of classes or series which have different maturities and are retired in sequence. Investors purchasing such CMOs in the shortest maturities receive or are credited with their pro rata portion of the unscheduled prepayments of principal up to a predetermined portion of the total CMO obligation. Until that portion of such CMO

 

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obligation is repaid, investors in the longer maturities receive interest only. Accordingly, the CMOs in the longer maturity series are less likely than other mortgage pass-throughs to be prepaid prior to their stated maturity. Although some of the mortgages underlying CMOs may be supported by various types of insurance, and some CMOs may be backed by GNMA certificates or other mortgage pass-throughs issued or guaranteed by U.S. government agencies or instrumentalities, the CMOs themselves are not generally guaranteed. REMICs are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. REMICs are similar to CMOs in that they issue multiple classes of securities, including “regular” interests and “residual” interests. The Portfolios do not intend to acquire residual interests in securities that are REMICs under current tax law, due to certain disadvantages for regulated investment companies that acquire such interests.

Mortgage-backed securities are subject to unscheduled principal payments representing prepayments on the underlying mortgages. Although these securities may offer yields higher than those available from other types of securities, mortgage-backed securities may be less effective than other types of securities as a means of “locking in” attractive long-term rates because of the prepayment feature. For instance, when interest rates decline, the value of these securities likely will not rise as much as comparable debt securities due to the prepayment feature. In addition, these prepayments can cause the price of a mortgage-backed security originally purchased at a premium to decline in price to its par value, which may result in a loss.

Due to prepayments of the underlying mortgage instruments, mortgage-backed securities do not have a known actual maturity. In the absence of a known maturity, market participants generally refer to an estimated average life. The relevant Specialist Managers believe that the estimated average life is the most appropriate measure of the maturity of a mortgage-backed security. Accordingly, in order to determine whether such security is a permissible investment, it will be deemed to have a remaining maturity of three years or less if the average life, as estimated by the relevant Specialist Manager, is three years or less at the time of purchase of the security by a Portfolio. An average life estimate is a function of an assumption regarding anticipated prepayment patterns. The assumption is based upon current interest rates, current conditions in the appropriate housing markets and other factors. The assumption is necessarily subjective, and thus different market participants could produce somewhat different average life estimates with regard to the same security. Although the relevant Specialist Manager will monitor the average life of the Portfolio securities of each Portfolio with a portfolio maturity policy and make needed adjustments to comply with such Portfolios’ policy as to average dollar weighted portfolio maturity, there can be no assurance that the average life of portfolio securities as estimated by the relevant Specialist Manager will be the actual average life of such securities.

On September 6, 2008, the Federal Housing Finance Agency (“FHFA”) placed FNMA and FHLMC into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. FHFA selected a new chief executive officer and chairman of the board of directors for each of FNMA and FHLMC.

Also, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC to provide them with capital in exchange for senior preferred stock. This agreement contains various covenants that severely limit each enterprise’s operations. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remain liable for all of its obligations, including its guaranty obligations, associated with its mortgage-backed securities. The liquidity backstop and the Senior Preferred Stock Purchase Agreement are both intended to enhance each of FNMA’s and FHLMC’s ability to meet its obligations.

Under the Federal Housing Finance Regulatory Reform Act of 2008 (the Reform Act”), which was included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs. The Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver. Accordingly, securities issued by Fannie Mae and Freddie Mac involve a risk of nonpayment of principal and interest.

Since 2009, both FNMA and FHLMC have received significant capital support through U.S. Treasury preferred stock purchases and Federal Reserve purchases of the entities’ mortgage-backed securities.

In February 2011, the Obama Administration produced a report to Congress outlining proposals to wind down FNMA and FHLMC and reduce the government’s role in the mortgage market. Discussions among policymakers continue, however, as to whether FNMA and FHLMC should be nationalized, privatized, restructured, or eliminated altogether. FNMA and FHLMC also are the subject of several continuing legal actions and investigations over certain accounting, disclosure or corporate governance matters, which (along with any resulting financial restatements) may continue to have an adverse effect on the guaranteeing entities. Importantly, the future of the entities is in question as the U.S. Government considers multiple options regarding the future of FNMA and FHLMC.

 

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Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities or private insurers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Trust’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements.

The FHFA is mandating that FNMA and FHLMC cease issuing their own mortgage-backed securities and begin issuing “Uniform Mortgage-Backed Securities” or “UMBS” in 2019. Each UMBS will have a 55-day remittance cycle and can be used as collateral in either a FNMA or FHLMC security or held for investment. Investors may be approached to convert existing mortgage-backed securities into UMBS, possibly with an inducement fee being offered to holders of FHLMC mortgage-backed securities. 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 obligations directly guaranteed by the U.S. government. The average life of a mortgage-backed security is likely to be substantially less than the original maturity of the mortgage pools underlying the securities. Prepayments of principal by mortgagors and mortgage foreclosures will usually result in the return of the greater part of principal invested far in advance of the maturity of the mortgages in the pool.

ASSET-BACKED SECURITIES. Certain Portfolios may invest in asset-backed securities, which represent participations in, or are secured by and payable from, pools of assets including company receivables, truck and auto loans, leases and credit card receivables. The asset pools that back asset-backed securities are securitized through the use of privately-formed trusts or special purpose corporations. Payments or distributions of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit or a pool insurance policy issued by a financial institution unaffiliated with the trust or corporation, or other credit enhancements may be present. Certain asset backed securities may be considered derivative instruments.

COLLATERALIZED DEBT OBLIGATIONS. The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and The Commodity Returns Strategy Portfolio may invest in collateralized debt obligations (“CDOs”), which include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. CBOs, CLOs and other CDOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. The collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include, among other things, 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. Other CDOs are trusts backed by other types of assets representing obligation of various parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.

For both CBOs, CLOs and other CDOs, 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 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 they are partially protected from defaults, senior tranches from a CBO trust, CLO trust or trust of another CDO typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO, CLO or other CDO 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, CLO or other CDO securities as a class.

The risks of an investment in a CBO, CLO or other CDO depend largely on the type of the collateral securities and the class of the instrument in which a Portfolio 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 characterized by the Portfolio as illiquid securities, however an active dealer market may exist for CBOs, CLOs and other CDOs allowing them to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities, CBOs, CLOs and other CDOs carry additional risks including, but 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) the Portfolio may invest in CBOs, CLOs and other 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.

STRIPPED MORTGAGE-BACKED SECURITIES. SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.

 

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SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Portfolio’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated pre-payments of principal, a Portfolio may fail to recoup some or all of its initial investment in these securities even if the security is in one of the highest rating categories.

CREDIT RISK TRANSFER SECURITIES. The Fixed Income Opportunity Portfolio may invest in fixed- or floating-rate unsecured general obligations issued from time to time by FHLMC, FNMA or other government sponsored entities (“GSEs’). These obligations are referred to as “Credit Risk Transfer Securities.” Typically, such Securities are issued at par and have stated final maturities. The Securities are structured so that: (i) interest is paid directly by the issuing GSE; and (ii) principal is paid by the issuing GSE in accordance with the principal payments and default performance of a certain pool of residential mortgage loans held in various GSE-guaranteed MBS’ (“Reference Obligations”). The issuing GSE selects the pool of Reference Obligations based on that GSE’s eligibility criteria. The performance of the Securities will be directly affected by the selection of the Reference Obligations by the GSE. Such Securities are issued in tranches to which are allocated certain principal repayments and credit losses corresponding to the seniority of the particular tranche. Each tranche of Securities will have credit exposure to the Reference Obligations and the yield to maturity will be directly related to the amount and timing of certain defined credit events on the Reference Obligations, any prepayments by borrowers and any removals of a Reference Obligation from the pool.

While the structure of Credit Risk Transfer Securities mimics the cash flows of a mezzanine securitized tranche, the Securities are not directly linked to the Reference Obligations. Thus, the payment of principal and interest on the Securities is tied to the performance of the pool of Reference Obligations. However, in no circumstances will the actual cash flow from the Reference Obligation be paid or otherwise made available to the holders of the Securities. This is different than in the case of covered notes, where the issuer default would allow investors to have an additional lien on the underlying loans.

The risks associated with an investment in Credit Risk Transfer Securities will be different than the risks associated with an investment in MBS. The Securities are the corporate obligations of the issuing GSE and are not secured by the Reference Obligation, the mortgaged properties or the borrowers’ payments under the Reference Obligations. Holders of the Securities are general creditors of the issuing GSE and will be subject to the risk that the issuing GSE will be unable to meet its obligation to pay the principal and interest of the Securities in accordance with their terms of issuance. The Securities may be considered high risk and complex securities. As a result, in the event that a GSE fails to pay principal or interest on the Securities or goes through a bankruptcy, insolvency or similar proceeding (but conservatorship of Freddie Mac or Fannie Mae would not be considered an “event of default”), holders of Credit Risk Transfer Securities have no direct recourse to the underlying loans. Such holders will receive recovery on par with other unsecured note holders (agency debentures) in such scenario.

REAL ESTATE SECURITIES

REAL ESTATE INVESTMENT TRUSTS (“REITS”). REITs are pooled investment vehicles that invest the majority of their assets directly in real property and/or in loans to building developers. They derive income primarily from the collection of rents and/or interest on loans.

REITs are sometimes informally characterized as Equity REITs, Mortgage REITs, Hybrid REITs and REOCs. An Equity REIT invests primarily in the fee ownership or leasehold ownership of land and buildings and derives its income primarily from rental income. An Equity REIT may also realize capital gains (or losses) by selling real estate properties in its portfolio that have appreciated (or depreciated) in value. A Mortgage REIT invests primarily in mortgages on real estate, which may secure construction, development or long-term loans. A Mortgage REIT generally derives its income primarily from interest payments on the credit it has extended. A Hybrid REIT combines the characteristics of Equity REITs and Mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate. REOCs are real estate companies that engage in the development, management, or financing of real estate. Typically, they provide services such as property management, property development, facilities management, and real estate financing. REOCs are publicly traded corporations that have not elected to be taxed as REITs. The three primary reasons for such an election are (a) availability of tax-loss carryforwards, (b) operation in non-REIT-qualifying lines of business, and (c) ability to retain earnings.

Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Code. A Portfolio will indirectly bear its proportionate share of expenses incurred by REITs in which it invests in addition to the expenses incurred directly by the Portfolio.

 

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Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. First, the value of a REIT may be affected by changes in the value of the underlying property owned by the REITs. In addition, REITs are dependent upon management skills, are not diversified, are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemption from registration under the Investment Company Act. Investment in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, small capitalization stocks, such as REITs, have been more volatile in price than the larger capitalization stocks included in the Standard & Poor’s 500 Composite Stock Price Index (the “S&P Index”).

MUNICIPAL SECURITIES

As stated in the Prospectuses, The Short-Term Municipal Bond, The Intermediate Term Municipal Bond, The Intermediate Term Municipal Bond II Portfolios and The U.S. Corporate Fixed Income Securities Portfolio, and to a lesser extent The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio and each of the other Income Portfolios, may invest in municipal securities. Municipal securities consist of bonds, notes and other instruments issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies or instrumentalities, the interest on which is exempt from regular federal tax. Municipal securities may also be issued on a taxable basis.

The two principal classifications of municipal securities are “general obligations” and “revenue obligations.” General obligations are secured by the issuer’s pledge of its full faith and credit for the payment of principal and interest although the characteristics and enforcement of general obligations may vary according to law applicable to the particular issuer. Revenue obligations, which include, but are not limited to, private activity bonds, resource recovery bonds, certificates of participation and certain municipal notes, are not backed by the credit and taxing authority of the issuer and are payable solely from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Nevertheless, the obligations of the issuers with respect to “general obligations” and/or “revenue obligations” may be backed by a letter of credit, guarantee or insurance. General obligations and revenue obligations may be issued in a variety of forms, including commercial paper, fixed, variable and floating rate securities, tender option bonds, auction rate bonds and capital appreciation bonds. In addition to general obligations and revenue obligations, there is a variety of hybrid and special types of municipal securities. There are also numerous differences in the credit backing of municipal securities both within and between these two principal classifications. For the purpose of applying a Portfolio’s investment restrictions, the identification of the issuer of a municipal security which is not a general obligation is made by the appropriate Specialist Manager based on the characteristics of the municipal security, the most important of which is the source of funds for the payment of principal and interest on such securities.

An entire issue of municipal securities may be purchased by one or a small number of institutional investors such as a Portfolio. Thus, the issue may not be said to be publicly offered. Unlike some securities that are not publicly offered, a secondary market exists for many municipal securities that were not publicly offered initially and such securities can be readily marketable. The obligations of an issuer to pay the principal of and interest on a municipal security are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Act, and laws, if any, that may be enacted by Congress or state legislatures extending the time for payment of principal or interest or imposing other constraints upon the enforcement of such obligations. There is also the possibility that, as a result of litigation or other conditions, the power or ability of the issuer to pay principal of or interest on a municipal security when due may be materially affected.

MUNICIPAL LEASES, CERTIFICATES OF PARTICIPATION AND OTHER PARTICIPATION INTERESTS. Municipal leases frequently involve special risks not normally associated with general obligation or revenue bonds, some of which are summarized in the Prospectuses. In addition, leases and installment purchase or conditional sale contracts (which normally provide for title to the leased asset to pass eventually to the governmental issuer) have evolved as a means for governmental issuers to acquire property and equipment without meeting the constitutional and statutory requirements for the issuance of debt. The debt issuance limitations are deemed to be inapplicable because of the inclusion in many leases or contracts of “non-appropriation” clauses that relieve the governmental issuer of any obligation to make future payments under the lease or contract unless money is appropriated for such purpose by the appropriate legislative body on a yearly or other periodic basis. Thus, a Portfolio’s investment in municipal leases will be subject to the special risk that the governmental issuer may not appropriate funds for lease payments. In addition, such leases or contracts may be subject to the temporary abatement of payments in the event the issuer is prevented from maintaining occupancy of the leased premises or utilizing the leased equipment. Although the obligations may be secured by the leased equipment or facilities, the disposition of the property in the event of non-appropriation or foreclosure might prove difficult, time consuming and costly, and result in an unsatisfactory or delayed recoupment of a Portfolio’s original investment.

 

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Certificates of participation represent undivided interests in municipal leases, installment purchase contracts or other instruments. The certificates are typically issued by a trust or other entity which has received an assignment of the payments to be made by the state or political subdivision under such leases or installment purchase contracts.

Certain municipal lease obligations and certificates of participation may be deemed illiquid for the purpose of the Portfolios’ respective limitations on investments in illiquid securities. Other municipal lease obligations and certificates of participation acquired by a Portfolio may be determined by the appropriate Specialist Manager, pursuant to guidelines adopted by the Board, to be liquid securities for the purpose of such Portfolio’s limitation on investments in illiquid securities. In determining the liquidity of municipal lease obligations and certificates of participation, the appropriate Specialist Manager will consider a variety of factors including: (1) the willingness of dealers to bid for the security; (2) the number of dealers willing to purchase or sell the obligation and the number of other potential buyers; (3) the frequency of trades or quotes for the obligation; and (4) the nature of the marketplace trades. In addition, the appropriate Specialist Manager will consider factors unique to particular lease obligations and certificates of participation affecting the marketability thereof. These include the general creditworthiness of the issuer, the importance to the issuer of the property covered by the lease and the likelihood that the marketability of the obligation will be maintained throughout the time the obligation is held by a Portfolio. No Portfolio, with the exception of The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Fixed Income Opportunity Portfolio and The Commodity Returns Strategy Portfolio, may invest more than 5% of its net assets in municipal leases. Each of the Income Portfolios may purchase participations in municipal securities held by a commercial bank or other financial institution. Such participations provide a Portfolio with the right to a pro rata undivided interest in the underlying municipal securities. In addition, such participations generally provide a Portfolio with the right to demand payment, on not more than seven days’ notice, of all or any part of the Portfolio’s participation interest in the underlying municipal security, plus accrued interest.

MUNICIPAL NOTES. Municipal securities in the form of notes generally are used to provide for short-term capital needs, in anticipation of an issuer’s receipt of other revenues or financing, and typically have maturities of up to three years. Such instruments may include Tax Anticipation Notes, Revenue Anticipation Notes, Bond Anticipation Notes, Tax and Revenue Anticipation Notes and Construction Loan Notes. Tax Anticipation Notes are issued to finance the working capital needs of governments. Generally, they are issued in anticipation of various tax revenues, such as income, sales, property, use and business taxes, and are payable from these specific future taxes. Revenue Anticipation Notes are issued in expectation of receipt of other kinds of revenue, such as federal revenues available under federal revenue sharing programs. Bond Anticipation Notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term bonds then provide the funds needed for repayment of the notes. Tax and Revenue Anticipation Notes combine the funding sources of both Tax Anticipation Notes and Revenue Anticipation Notes. Construction Loan Notes are sold to provide construction financing. These notes are secured by mortgage notes insured by the Federal Housing Authority; however, the proceeds from the insurance may be less than the economic equivalent of the payment of principal and interest on the mortgage note if there has been a default. The obligations of an issuer of municipal notes are generally secured by the anticipated revenues from taxes, grants or bond financing. An investment in such instruments, however, presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient to satisfy the issuer’s payment obligations under the notes or that refinancing will be otherwise unavailable.

PRE-REFUNDED MUNICIPAL SECURITIES. The principal of and interest on municipal securities that have been pre-refunded are no longer paid from the original revenue source for the securities. Instead, after pre-refunding, the source of such payments is typically an escrow fund consisting of obligations issued or guaranteed by the U.S. Government. The assets in the escrow fund are derived from the proceeds of refunding bonds issued by the same issuer as the pre-refunded municipal securities. Issuers of municipal securities use this advance refunding technique to obtain more favorable terms with respect to securities that are not yet subject to call or redemption by the issuer. For example, advance refunding enables an issuer to refinance debt at lower market interest rates, restructure debt to improve cash flow or eliminate restrictive covenants in the indenture or other governing instrument for the pre-refunded municipal securities. However, except for a change in the revenue source from which principal and interest payments are made, the pre-refunded municipal securities remain outstanding on their original terms until they mature or are redeemed by the issuer. Pre-refunded municipal securities are usually purchased at a price which represents a premium over their face value. 2017 legislation commonly known as the Tax Cuts and Jobs Act (“TCJA”) repealed the exclusion from gross income for interest on pre-refunded municipal securities effective for such bonds issued after December 31, 2017.

AUCTION RATE SECURITIES. Auction rate securities consist of auction rate municipal securities and auction rate preferred securities issued by closed-end investment companies that invest primarily in municipal securities. Provided that the auction mechanism is successful, auction rate securities usually permit the holder to sell the securities in an auction at par value at specified intervals. The dividend is reset by “Dutch” auction in which bids are made by broker-dealers and other institutions for a certain amount of securities at a specified minimum yield. The dividend rate set by the auction is the lowest interest or dividend rate that covers all securities offered for sale. While this process is designed to permit auction rate securities to be traded at par value, there is the risk that an auction will fail due to insufficient demand for the securities.

 

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Dividends on auction rate preferred securities issued by a closed-end fund may be designated as exempt from federal income tax to the extent they are attributable to tax-exempt interest income earned by the fund on the securities in its portfolio and distributed to holders of the preferred securities, provided that the preferred securities are treated as equity securities for federal income tax purposes and the closed-end fund complies with certain requirements under the Code. For purposes of complying with the 20% limitation on each of the municipal Portfolio’s investments in taxable investments, auction rate preferred securities will be treated as taxable investments unless substantially all of the dividends on such securities are expected to be exempt from regular federal income taxes. A Portfolio’s investments in auction rate preferred securities of closed-end funds are subject to limitations on investments in other U.S. registered investment companies, which limitations are prescribed by the Investment Company Act. A Portfolio will indirectly bear its proportionate share of any management fees paid by such closed-end funds in addition to the advisory fee payable directly by that Portfolio.

PRIVATE ACTIVITY BONDS. Certain types of municipal securities, generally referred to as industrial development bonds (and referred to under current tax law as private activity bonds), are issued by or on behalf of public authorities to obtain funds for privately-operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of industrial development bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately operated industrial or commercial facilities, may constitute municipal securities, although the current federal tax laws place substantial limitations on the size of such issues. The interest from certain private activity bonds owned by a Portfolio (including an Income Portfolio’s distributions attributable to such interest) may be a preference item for purposes of the alternative minimum tax. The Short-Term Municipal Bond Portfolio does not currently intend to invest in Private Activity Bonds.

TAX-EXEMPT COMMERCIAL PAPER. Issues of tax-exempt commercial paper typically represent short-term, unsecured, negotiable promissory notes. These obligations are issued by state and local governments and their agencies to finance working capital needs of municipalities or to provide interim construction financing and are paid from general revenues of municipalities or are refinanced with long-term debt. In most cases, tax-exempt commercial paper is backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or other institutions.

TENDER OPTION BONDS. A tender option bond is a municipal security (generally held pursuant to a custodial arrangement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term tax-exempt rates. The bond is typically issued in conjunction with the agreement of a third party, such as a bank, broker-dealer or other financial institution, pursuant to which such institution grants the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof.

As consideration for providing the option, the financial institution receives periodic fees equal to the difference between the bond’s fixed coupon rate and the rate, as determined by a remarketing or similar agent at or near the commencement of such period, that would cause the securities, coupled with the tender option, to trade at par on the date of such determination. Thus, after payment of this fee, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term tax-exempt rate. However, an institution will not be obligated to accept tendered bonds in the event of certain defaults or a significant downgrade in the credit rating assigned to the issuer of the bond. The liquidity of a tender option bond is a function of the credit quality of both the bond issuer and the financial institution providing liquidity. Tender option bonds are deemed to be liquid unless, in the opinion of the appropriate Specialist Manager, the credit quality of the bond issuer and the financial institution is deemed, in light of the Portfolio’s credit quality requirements, to be inadequate. Each Income Portfolio intends to invest only in tender option bonds the interest on which will, in the opinion of bond counsel, counsel for the issuer of interests therein or counsel selected by the appropriate Specialist Manager, be exempt from regular federal income tax. However, because there can be no assurance that the Internal Revenue Service (“IRS”) will agree with such counsel’s opinion in any particular case, there is a risk that an Income Portfolio will not be considered the owner of such tender option bonds and thus will not be entitled to treat such interest as exempt from such tax. Additionally, the federal income tax treatment of certain other aspects of these investments, including the proper tax treatment of tender option bonds and the associated fees, in relation to various regulated investment company tax provisions is unclear. Each Income Portfolio intends to manage its portfolio in a manner designed to eliminate or minimize any adverse impact from the tax rules applicable to these investments.

OTHER FIXED INCOME SECURITIES AND STRATEGIES.

HIGH YIELD SECURITIES AND SECURITIES OF DISTRESSED COMPANIES. High yield securities, commonly referred to as junk bonds, are debt obligations rated below investment grade, i.e., below BBB by Standard & Poor’s Ratings Group (“S&P”) or Baa by Moody’s Investors Service, Inc. (“Moody’s”), or their unrated equivalents. The Fixed Income Opportunity Portfolio invests primarily in such securities. The Real Estate Securities Portfolio, The Core Fixed Income Portfolio and the Intermediate Term Municipal Bond Portfolio may also invest in such securities according to each Portfolio’s Prospectus. High yield securities and securities of distressed companies generally provide greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk. Securities of distressed companies include both debt and equity securities. High yield securities and debt securities of distressed companies are regarded as predominantly

 

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speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Issuers of high yield and distressed company securities may be involved in restructurings or bankruptcy proceedings that may not be successful. While any investment carries some risk, certain risks associated with high yield securities and debt securities of distressed companies which are different than those for investment grade are as follows:

 

  1.

The market for high risk, high yield securities and debt securities of distressed companies may be thinner and less active, causing market price volatility and limited liquidity in the secondary market. This may limit the ability of a Portfolio to sell these securities at their fair market values either to meet redemption requests, or in response to changes in the economy or the financial markets.

 

  2.

Market prices for high risk, high yield securities and debt securities of distressed companies may also be affected by investors’ perception of the issuer’s credit quality and the outlook for economic growth. Thus, prices for high risk, high yield securities and debt securities of distressed companies may move independently of interest rates and the overall bond market.

 

  3.

The market for high risk, high yield and distressed company securities may be adversely affected by legislative and regulatory developments.

 

  4.

The risk of loss through default is greater for high yield fixed income securities and securities of distressed companies than for investment grade debt because the issuers of these securities frequently have high debt levels and are thus more sensitive to difficult economic conditions, individual corporate developments and rising interest rates.

Consequently, the market price of these securities may be quite volatile and may result in wider fluctuations in a Portfolio’s net asset value per share.

In addition, an economic downturn or increase in interest rates could have a negative impact on both the markets for high yield and distressed company securities (resulting in a greater number of bond defaults) and the value of such securities held by a Portfolio. Current laws, such as those requiring federally insured savings and loan associations to remove investments in such lower rated securities from their funds, as well as other pending proposals, may also have a material adverse effect on the market for lower rated securities.

The economy and interest rates may affect high yield securities and debt securities of distressed companies differently than other securities. For example, the prices of such securities are more sensitive to adverse economic changes or individual corporate developments than are the prices of higher rated investments. In addition, during an economic downturn or period in which interest rates are rising significantly, highly leveraged issuers may experience financial difficulties, which, in turn, would adversely affect their ability to service their principal and interest payment obligations, meet projected business goals and obtain additional financing.

Any subsequent change in a rating assigned by any rating service to a security (or, if unrated, deemed to be of comparable quality), or change in the percentage of Portfolio assets invested in certain securities or other instruments, or change in the average duration of a Portfolio’s investment portfolio, resulting from market fluctuations or other changes in a Portfolio’s total assets will not require the Portfolio to dispose of an investment. If an issuer of a security held by a Portfolio defaults, that Portfolio may incur additional expenses to seek recovery. In addition, periods of economic uncertainty would likely result in increased volatility for the market prices of high yield securities and debt securities of distressed companies as well as the Portfolio’s net asset value. In general, both the prices and yields of such securities will fluctuate.

In certain circumstances it may be difficult to determine a security’s fair value due to a lack of reliable objective information. Such instances occur where there is no established secondary market for the security or the security is lightly traded. As a result, a Portfolio’s valuation of a security and the price it is actually able to obtain when it sells the security could differ.

Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and liquidity of high yield and distressed company securities held by a Portfolio, especially in a thinly traded market. Illiquid or restricted securities held by a Portfolio may involve special registration responsibilities, liabilities and costs, and could involve other liquidity and valuation difficulties.

 

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The ratings of Moody’s, S&P and Fitch evaluate the safety of a lower rated security’s principal and interest payments, but do not address market value risk. Because the ratings of the rating agencies may not always reflect current conditions and events, in addition to using recognized rating agencies and other sources, the Specialist Managers perform their own analysis of the issuers of high yield securities and debt securities of distressed companies purchased by a Portfolio. Because of this, a Portfolio’s performance may depend more on its own credit analysis than is the case for mutual funds investing in higher rated securities.

The Specialist Managers continuously monitor the issuers of high yield securities and debt securities of distressed companies held by a Portfolio for their ability to make required principal and interest payments, as well as in an effort to control the liquidity of the Portfolio so that it can meet redemption requests.

CUSTODIAL RECEIPTS. Custodial Receipts are U.S. government securities and their unmatured interest coupons that have been separated (“stripped”) by their holder, typically a custodian bank or investment brokerage firm. Having separated the interest coupons from the underlying principal of the U.S. government securities, the holder will resell the stripped securities in custodial receipt programs with a number of different names, including “Treasury Income Growth Receipts” (“TIGRs”) and “Certificate of Accrual on Treasury Securities” (“CATS”). The stripped coupons are sold separately from the underlying principal, which is usually sold at a deep discount because the buyer receives only the right to receive a future fixed payment on the security and does not receive any rights to periodic interest (cash) payments. The underlying U.S. Treasury bonds and notes themselves are generally held in book-entry form at a Federal Reserve Bank. Counsel to the underwriters of these certificates or other evidences of ownership of U.S. Treasury securities have stated that, in their opinion, purchasers of the stripped securities most likely will be deemed the beneficial holders of the underlying U.S. government securities for federal tax and securities purposes. In the case of CATS and TIGRs, the IRS has reached this conclusion for the purpose of applying the tax diversification requirements applicable to regulated investment companies such as the Portfolios. CATS and TIGRs are not considered U.S. government securities by the staff of the Commission. Further, the IRS conclusion noted above is contained only in a general counsel memorandum, which is an internal document of no precedential value or binding effect, and a private letter ruling, which also may not be relied upon by the Portfolios. The Trust is not aware of any binding legislative, judicial or administrative authority on this issue.

WHEN-ISSUED SECURITIES. When-issued transactions involve a commitment to purchase at a predetermined price or yield in which delivery takes place after the customary settlement period for that type of security. Fixed income securities may be purchased on a “when-issued” basis. The price of securities purchased on a when-issued basis, which may be expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment for the when-issued securities takes place at a later date. Normally, the settlement date occurs within one month of the purchase. At the time a commitment to purchase a security on a when-issued basis is made, the transaction is recorded and the value of the security will be reflected in determining net asset value. No payment is made by the purchaser, until settlement. The market value of the when-issued securities may be more or less than the purchase price. The Trust does not believe that net asset value will be adversely affected by the purchase of securities on a when-issued basis. Equity securities acquired by an Equity Portfolio as a result of corporate actions such as spin-offs may be treated as when-issued securities under certain circumstances. Additionally, when selling a security on a when-issued, delayed delivery, or forward commitment basis without owning the security, a Portfolio will incur a loss if the security’s price appreciates in value such that the security’s price is above the agreed upon price on the settlement date.

A Portfolio may dispose of or renegotiate a transaction after it is entered into, and may purchase or sell when-issued, delayed delivery or forward commitment securities before the settlement date, which may result in a gain or loss. To the extent permitted by applicable law, there is no percentage limitation on the extent to which the Portfolios may purchase or sell securities on a when-issued, delayed delivery, or forward commitment basis.

INDEBTEDNESS, LOAN PARTICIPATIONS AND ASSIGNMENTS. Certain Portfolios may purchase indebtedness and participations in commercial loans. Loan Participations typically will result in a Portfolio having a contractual relationship only with the lender, not with the borrower. A Portfolio will have the right to receive payments of principal, interest, and any fees to which it is entitled only from the lender selling the Participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing indebtedness and Loan Participations, a Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Portfolio may not benefit directly from any collateral supporting the loan in which it has purchased the Participation. As a result, a Portfolio will assume the credit risk of both the borrower and the lender that is selling the Participation. In the event of the insolvency of the lender selling indebtedness or a Loan Participation, a Portfolio may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. A Portfolio will acquire indebtedness and Loan Participations only if the lender interpositioned between the Portfolio and the borrower is determined by the applicable Specialist Manager to be creditworthy. When a Portfolio purchases Assignments from lenders, the Portfolio will acquire direct rights against the borrower on the loan, except that

 

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under certain circumstances such rights may be more limited than those held by the assigning lender. Indebtedness is different from traditional debt securities in that debt securities are part of a large issue of securities to the public and indebtedness may not be a security, but may represent a specific commercial loan to a borrower.

A Portfolio may have difficulty disposing of Indebtedness, Assignments and Loan Participations. Since the market for such instruments is not highly liquid, the Portfolio anticipates that such instruments could be sold only to a limited number of institutional investors. Further, restrictions in the underlying credit agreement could limit the number of eligible purchasers. The lack of a highly liquid secondary market and restrictions in the underlying credit agreement may have an adverse impact on the value of such instruments and will have an adverse impact on the Portfolio’s ability to dispose of particular Assignments or Loan Participations in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. In valuing a Loan Participation or Assignment held by a Portfolio for which a secondary trading market exists, the Portfolio will rely upon prices or quotations provided by banks, dealers or pricing services. To the extent a secondary trading market does not exist, the Portfolio’s Loan Participations and Assignments will be valued in accordance with procedures adopted by the Board of Trustees, taking into consideration, among other factors: (i) the creditworthiness of the borrower and the lender; (ii) the current interest rate; period until next rate reset and maturity of the loan; (iii) currently available prices in the market for similar loans; and (iv) currently available prices in the market for instruments of similar quality, rate, period until next interest rate reset and maturity. The secondary market for loan participations is limited and any such participation purchased by Specialist Manager may be regarded as illiquid.

Loan Collateral. In order to borrow money pursuant to a Senior Loan, a borrower will frequently, for the term of the Senior Loan, pledge collateral, including but not limited to, (i) working capital assets, such as accounts receivable and inventory; (ii) tangible fixed assets, such as real property, buildings and equipment; (iii) intangible assets, such as trademarks and patent rights (but excluding goodwill); and/or (iv) security interests in shares of stock of subsidiaries or affiliates. In the case of Senior Loans made to non-public companies, the company’s shareholders or owners may provide collateral in the form of secured guarantees and/or security interests in assets that they own. In many instances, a Senior Loan may be secured only by stock in the borrower or its subsidiaries. Collateral may consist of assets that may not be readily liquidated, and there is no assurance that the liquidation of such assets would satisfy a borrower’s obligations under a Senior Loan.

Certain Fees Paid to or by the Portfolios. In the process of buying, selling and holding Senior Loans, the Portfolios may receive and/or pay certain fees. These fees are in addition to interest payments received and may include facility fees, commitment fees, commissions and prepayment penalty fees. When the Portfolios buy a Senior Loan they may receive a facility fee and when it sells a Senior Loan it may pay a facility fee. On an ongoing basis, the Portfolios may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a Senior Loan. In certain circumstances, the Portfolios may receive a prepayment penalty fee upon the prepayment of a Senior Loan by a borrower. Other fees received by the Portfolios may include amendment fees.

Borrower Covenants. A borrower must comply with various restrictive covenants contained in a loan agreement or note purchase agreement between the borrower and the holders of the Senior Loan (the “Loan Agreement”). Such covenants, in addition to requiring the scheduled payment of interest and principal, may include restrictions on dividend payments and other distributions to stockholders, provisions requiring the borrower to maintain specific minimum financial ratios, and limits on total debt. In addition, the Loan Agreement may contain a covenant requiring the borrower to prepay the Loan with all or a portion of any free cash flow. Free cash flow is generally defined as net cash flow after scheduled debt service payments and permitted capital expenditures, and includes the proceeds from asset dispositions or sales of securities. A breach of a covenant which is not waived by the Agent, or by the Loan Investors directly, as the case may be, is normally an event of acceleration; i.e., the Agent, or the Loan Investors directly, as the case may be, have the right to call the outstanding Senior Loan. The typical practice of an Agent or a Loan Investor in relying exclusively or primarily on reports from the borrower may involve a risk of fraud by the borrower. In the case of a Senior Loan in the form of a Participation, the agreement between the buyer and seller may limit the rights of the holder to vote on certain changes which may be made to the Loan Agreement, such as loosening a covenant. However, the holder of the Participation will, in almost all cases, have the right to vote on or direct the seller of the Participation to vote on certain fundamental issues such as changes in principal amount, payment dates and interest rate.

Administration of Loans. In a typical Senior Loan, the Agent administers the terms of the Loan Agreement. In such cases, the Agent is normally responsible for the collection of principal and interest payments from the borrower and the apportionment of these payments to the credit of all institutions which are parties to the Loan Agreement. The Portfolios will generally rely upon the Agent or an intermediate participant to receive and forward to the Portfolios its portion of the principal and interest payments on the Senior Loan. Furthermore, unless under the terms of a Participation Agreement the Portfolios have direct recourse against the borrower, the Portfolios will rely on the Agent and the other Loan Investors to use appropriate credit remedies against the borrower. The Agent is typically responsible for monitoring compliance with covenants contained in the Loan Agreement based upon reports prepared by the borrower. The Agent of the Senior Loan usually does, but is often not obligated to, notify holders of Senior Loans of any failures of compliance. The Agent may monitor the value of the collateral and, if the value of the collateral declines, may accelerate the Senior Loan, may give the borrower an opportunity to provide additional collateral or may seek other protection for the benefit of the holders

 

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of the Senior Loan. The Agent is compensated by the borrower for providing these services under a Loan Agreement, and such compensation may include special fees paid upon structuring and funding the Senior Loan and other fees paid on a continuing basis. With respect to Senior Loans for which the Agent does not perform such administrative and enforcement functions, the Portfolios will perform such tasks on its own behalf, although a collateral bank will typically hold any collateral on behalf of the Portfolios and the other Loan Investors pursuant to the applicable Loan Agreement.

A financial institution’s appointment as Agent may be terminated in the event that it fails to observe the requisite standard of care or becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership, or, if not FDIC insured, enters into bankruptcy proceedings. A successor Agent would generally be appointed to replace the terminated Agent, and assets held by the Agent under the Loan Agreement should remain available to holders of Senior Loans. However, if assets held by the Agent for the benefit of the Portfolios were determined to be subject to the claims of the Agent’s general creditors, the Portfolios might incur certain costs and delays in realizing payment on a Senior Loan, or suffer a loss of principal and/or interest. In situations involving intermediate participants similar risks may arise.

Prepayments. Senior Loans can require, in addition to scheduled payments of interest and principal, the prepayment of the Senior Loan from free cash flow, as defined above. The degree to which borrowers prepay Senior Loans, whether as a contractual requirement or at their election, may be affected by general business conditions, the financial condition of the borrower and competitive conditions among Loan Investors, among other factors. As such, prepayments cannot be predicted with accuracy. Upon a prepayment, either in part or in full, the actual outstanding debt on which the Portfolios derive interest income will be reduced. However, the Portfolios may receive both a prepayment penalty fee from the prepaying borrower and a facility fee upon the purchase of a new Senior Loan with the proceeds from the prepayment of the former. Prepayments generally will not materially affect the Portfolios’ performance because the Portfolios should be able to reinvest prepayments in other Senior Loans that have similar yields (subject to market conditions) and because receipt of any fees may mitigate any adverse impact on the Portfolios’ yield.

Other Information Regarding Senior Loans. Certain Portfolios may purchase and retain a Senior Loan where the borrower has experienced, or may be perceived to be likely to experience, credit problems, including involvement in or recent emergence from bankruptcy reorganization proceedings or other forms of debt restructuring. Such investments may provide opportunities for enhanced income as well as capital appreciation. At times, in connection with the restructuring of a Senior Loan either outside of bankruptcy court or in the context of bankruptcy court proceedings, the Portfolios may determine or be required to accept equity securities or junior debt securities in exchange for all or a portion of a Senior Loan. As soon as reasonably practical, a Portfolio will divest itself of any equity securities or any junior debt securities received if it is determined that the security is an ineligible holding for the Portfolio.

Certain Portfolios may acquire interests in Senior Loans which are designed to provide temporary or “bridge” financing to a borrower pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. Bridge loans are often unrated. The Portfolios may also invest in Senior Loans of borrowers that have obtained bridge loans from other parties. A borrower’s use of bridge loans involves a risk that the borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrower’s perceived creditworthiness.

Certain Portfolios will be subject to the risk that collateral securing a loan will decline in value or have no value. Such a decline, whether as a result of bankruptcy proceedings or otherwise, could cause the Senior Loan to be under-collateralized or unsecured. In most credit agreements there is no formal requirement to pledge additional collateral. In addition, the Portfolios may invest in Senior Loans guaranteed by, or secured by assets of, shareholders or owners, even if the Senior Loans are not otherwise collateralized by assets of the borrower; provided, however, that such guarantees are fully secured. There may be temporary periods when the principal asset held by a borrower is the stock of a related company, which may not legally be pledged to secure a Senior Loan. On occasions when such stock cannot be pledged, the Senior Loan will be temporarily unsecured until the stock can be pledged or is exchanged for or replaced by other assets, which will be pledged as security for the Senior Loan.

If a borrower becomes involved in bankruptcy proceedings, a court may invalidate the Portfolios’ security interest in the loan collateral or subordinate the Portfolios’ rights under the Senior Loan to the interests of the borrower’s unsecured creditors or cause interest previously paid to be refunded to the borrower. If a court required interest to be refunded, it could negatively affect the Portfolios’ performance. Such action by a court could be based, for example, on a “fraudulent conveyance” claim to the effect that the borrower did not receive fair consideration for granting the security interest in the loan collateral to the Portfolios or a “preference claim” that a pre-petition creditor received a greater recovery on an existing debt than it would have in a liquidation situation. For Senior Loans made in connection with a highly leveraged transaction, consideration for granting a security interest may be deemed inadequate if the proceeds of the Loan were not received or retained by the borrower, but were instead paid to other persons (such as shareholders of the borrower) in an amount which left the borrower insolvent or without sufficient working capital. There are also other events, such as the failure to perfect a security interest due to faulty documentation or faulty official filings, which could lead to the invalidation of the Portfolios’ security interest in loan collateral. If the Portfolios’ security interest in loan collateral is invalidated or the Senior Loan is subordinated to other debt of a borrower in bankruptcy or other proceedings, the Portfolios would have substantially lower recovery, and perhaps no recovery on the full amount of the principal and interest due on the Loan, or the Portfolios could also have to refund interest (see the prospectus for additional information).

 

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Certain Portfolios may acquire warrants and other equity securities as part of a unit combining a Senior Loan and equity securities of a borrower or its affiliates. The acquisition of such equity securities will only be incidental to the Portfolios’ purchase of a Senior Loan. Certain Portfolios may also acquire equity securities or debt securities (including non-dollar denominated debt securities) issued in exchange for a Senior Loan or issued in connection with the debt restructuring or reorganization of a borrower, or if such acquisition, in the judgment of the Specialist Manager, may enhance the value of a Senior Loan or would otherwise be consistent with the Portfolios investment policies.

Regulatory Changes. To the extent that legislation or state or federal regulators that regulate certain financial institutions impose additional requirements or restrictions with respect to the ability of such institutions to make loans, particularly in connection with highly leveraged transactions, the availability of Senior Loans for investment may be adversely affected. Further, such legislation or regulation could depress the market value of Senior Loans.

TRADE CLAIMS. Certain Portfolios may purchase trade claims and similar obligations or claims against companies in bankruptcy proceedings. Trade claims are non-securitized rights of payment arising from obligations that typically arise when vendors and suppliers extend credit to a company by offering payment terms for products and services. If the company files for bankruptcy, payments on these trade claims stop and the claims are subject to compromise along with the other debts of the company. Trade claims may be purchased directly from the creditor or through brokers. There is no guarantee that a debtor will ever be able to satisfy its trade claim obligations. Trade claims are subject to the risks associated with low-quality obligations.

STRUCTURED PRODUCTS. One common type of security is a “structured” product. Structured products, such as structured notes, generally are individually negotiated agreements and may be traded OTC. They are organized and operated to restructure the investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans) and the issuance by that entity of one or more classes of securities (“structured securities”) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments.

With respect to structured products, because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured securities are generally of a class that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities. Structured securities are typically sold in private placement transactions, and there is currently no active trading market for these securities.

Structured products include instruments such as credit-linked securities, commodity-linked notes and structured notes, which are potentially high-risk derivatives. For example, a structured product may combine a traditional stock, bond, or commodity with an option or forward contract.

Structured Notes. Structured notes are derivative instruments, the interest rate or principal of which is determined by reference to changes in value of a specific security, reference rate, or index. Indexed securities, similar to structured notes, are typically, but not always, debt securities whose value, maturity or coupon rate is determined by reference to other securities. The performance of a structured note or indexed security is based upon the performance of the underlying instrument.

The terms of a structured note may provide that, in certain circumstances, no principal is due on maturity and, therefore, may result in loss of investment. Structured notes may be indexed positively or negatively to the performance of the underlying instrument such that the appreciation or deprecation of the underlying instrument will have a similar effect on the value of the structured note at maturity or of any coupon payment. In addition, changes in the interest rate and value of the principal at maturity may be fixed at a specific multiple of the change in value of the underlying instrument, making the value of the structured note more volatile than the underlying instrument. Further, structured notes may be less liquid and more difficult to price accurately than less complex securities or traditional debt securities

Credit-Linked Securities. Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain high yield or other fixed income markets. For example, a Portfolio may invest in credit-linked securities as a cash management tool in order to gain exposure to the high yield markets and/or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, investments in credit-linked securities represent the right to receive periodic income

 

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payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the trust’s receipt of payments from, and the trust’s potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests. For instance, the trust may sell one or more credit default swaps, under which the trust would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the trust would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that a Portfolio would receive as an investor in the trust. A Portfolio’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is expected that the securities will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.

Commodity-Linked Notes. The Commodity Returns Strategy Portfolio may invest in commodity linked notes. Certain structured products may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked structured products may be either equity or debt securities, leveraged or unleveraged, and have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. The Commodity Returns Strategy Portfolio will only invest in commodity-linked structured products that qualify under applicable rules of the U.S. Commodity Futures Trading Commission (“CFTC”) for an exemption from the provisions of the CEA.

Certain issuers of structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the Portfolio’s investments in these structured products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.

EURODOLLAR AND YANKEE DOLLAR OBLIGATIONS. Eurodollar obligations are U.S. dollar denominated obligations issued outside the United States by non-U.S. corporations or other entities. Yankee dollar obligations are U.S. dollar denominated obligations issued in the United States by non-U.S. corporations or other entities. Yankee obligations are subject to the same risks that pertain to the domestic issues, notably credit risk, market risk and liquidity risk. Additionally, Yankee obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital from flowing across their borders. Other risks include: adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes; and the expropriation or nationalization or foreign issuers.

ZERO COUPON SECURITIES. Zero coupon securities are debt securities that make no coupon payment but are sold at substantial discounts from their value at maturity. When a zero coupon security is held to maturity, its entire return, which consists of the amortization of discount, comes from the difference between its purchase price and its maturity value. This difference is known at the time of purchase, so that investors holding zero coupon securities until maturity know at the time of their investment what the expected return on their investment will be. Zero coupon securities may have conversion features. Zero coupon securities tend to be subject to greater price fluctuations in response to changes in interest rates than are ordinary interest-paying debt securities with similar maturities. The value of zero coupon securities appreciates more during periods of declining interest rates and depreciates more during periods of rising interest rates than ordinary interest-paying debt securities with similar maturities. Zero coupon securities may be issued by a wide variety of corporate and governmental issuers. Although these instruments are generally not traded on a national securities exchange, they are widely traded by brokers and dealers and, to such extent, will generally not be considered illiquid for the purposes of a Portfolio’s limitation on investments in illiquid securities.

INFLATION-INDEXED SECURITIES. Inflation-indexed securities are debt securities, the principal value of which is periodically adjusted to reflect the rate of inflation as indicated by the Consumer Price Index (CPI). Inflation indexed securities may be issued by the U.S. government, by agencies and instrumentalities of the U.S. government, and by corporations. There are two common ways that these securities are structured. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the CPI accruals as part of a semiannual coupon.

The periodic adjustment of U.S. inflation-indexed securities is tied to the CPI, which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation, and energy. Inflation-indexed securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

 

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Inflation generally erodes the purchasing power of an investor’s portfolio. For example, if an investment provides a “nominal” total return of 5% in a given year and inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. Inflation, as measured by the CPI, has occurred in each of the past 50 years, so investors should be conscious of both the nominal and real returns of their investments. Investors in inflation-indexed securities funds who do not reinvest the portion of the income distribution that is attributable to inflation adjustments will not maintain the purchasing power of the investment over the long term. This is because interest earned depends on the amount of principal invested, and that principal will not grow with inflation if the investor fails to reinvest the principal adjustment paid out as part of a fund’s income distributions. Although inflation-indexed securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise because of reasons other than inflation (for example, because of changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

If the periodic adjustment rate measuring inflation (i.e., the CPI) falls, the principal value of inflation-indexed securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed securities, even during a period of deflation. However, the current market value of the inflation-indexed securities is not guaranteed, and will fluctuate. Other inflation indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed securities should change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.

Coupon payments that a fund receives from inflation-indexed securities are included in the fund’s gross income for the period during which they accrue. Any increase in principal for an inflation-indexed security resulting from inflation adjustments is considered by IRS regulations to be taxable income in the year it occurs. For direct holders of an inflation-indexed security, this means that taxes must be paid on principal adjustments, even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments each quarter in the form of cash or reinvested shares (which, like principal adjustments, are taxable to shareholders). It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.

TREASURY INFLATION PROTECTED SECURITIES (“TIPS”). TIPS are securities issued by the U.S. Treasury that are designed to provide inflation protection to investors. TIPS are income-generating instruments that provide a ‘real rate of return’ by adjusting interest and principal payments for the impact of inflation. This periodic inflation adjustment of U.S. inflation-indexed securities is tied to the Consumer Price Index (CPI), which is calculated monthly by the U.S. Bureau of Labor Statistics. CPI measures the change in the cost of a fixed basket of consumer goods and services, such as transportation, food, and housing. A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds.

NON-PUBLICLY TRADED SECURITIES; RULE 144A SECURITIES AND PRIVATE PLACEMENTS. The Portfolios may purchase securities that are not registered under the Securities Act of 1933, as amended (the “1933 Act”), but that can be sold to “accredited investors” under Regulation D under the 1933 Act (“Reg. D Securities” or “Private Placements”)) or “qualified institutional buyers” in accordance with Rule 144A under the 1933 Act (“Rule 144A Securities”). An investment in Rule 144A Securities will be considered illiquid and therefore subject to a Portfolio’s limitation on the purchase of illiquid securities, unless a Portfolio’s governing Board of Trustees determines on an ongoing basis that an adequate trading market exists for the security. In addition to an adequate trading market, the Board of Trustees will also consider factors such as trading activity, availability of reliable price information and other relevant information in determining whether a Rule 144A Security is liquid. This investment practice could have the effect of increasing the level of illiquidity in a Portfolio to the extent that qualified institutional buyers become uninterested for a time in purchasing Rule 144A Securities. The Board of Trustees will carefully monitor any investments by a Portfolio in Rule 144A Securities. The Trust’s Board of Trustees may adopt guidelines and delegate to the Specialist Managers the daily function of determining and monitoring the liquidity of Rule 144A Securities, although the Board of Trustees will retain ultimate responsibility for any determination regarding liquidity.

Non-publicly traded securities (including Reg. D and Rule 144A Securities) may involve a high degree of business and financial risk and may result in substantial losses. These securities may be less liquid than publicly traded securities, and a Portfolio may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately

 

59


negotiated transactions, the prices realized on such sales could be less than those originally paid by a Portfolio. Further, companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements applicable to companies whose securities are publicly traded. A Portfolio’s investments in illiquid securities are subject to the risk that should a Portfolio desire to sell any of these securities when a ready buyer is not available at a price that is deemed to be representative of their value, the value of the Portfolio’s net assets could be adversely affected.

ILLIQUID SECURITIES. Illiquid securities are securities that cannot be sold or disposed of in the ordinary course of business (within seven days) at approximately the prices at which they are valued. Because of their illiquid nature, illiquid securities must be priced at fair value as determined in good faith pursuant to procedures approved by the Trust’s Board of Trustees. Despite such good faith efforts to determine fair value prices, a Portfolio’s illiquid securities are subject to the risk that the security’s fair value price may differ from the actual price which the Portfolio may ultimately realize upon its sale or disposition. Difficulty in selling illiquid securities may result in a loss or may be costly to a Portfolio. Under the supervision of the Trust’s Board of Trustees, the Specialist Manager determines the liquidity of a Portfolio’s investments. In determining the liquidity of a Portfolio’s investments, the Specialist Manager may consider various factors, including (1) the frequency and volume of trades and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).

PAY-IN-KIND SECURITIES. Pay-In-Kind securities are debt obligations or preferred stock that pay interest or dividends in the form of additional debt obligations or preferred stock.

PREFERRED STOCK. Preferred stock is a corporate equity security that pays a fixed or variable stream of dividends. Preferred stock is generally a non-voting security. 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. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as holders of a company’s common stock, and thus also represent an ownership interest in that company.

Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is 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 stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred stock of smaller companies may be more vulnerable to adverse developments than preferred stock of larger companies.

CONVERTIBLE SECURITIES. A convertible security is a bond, debenture, note, preferred stock, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different issuer. Each Portfolio may invest in convertible securities, which may offer higher income than the common stocks into which they are convertible. A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt or preferred securities, as applicable. Convertible securities rank senior to common stock in a corporation’s capital structure and, therefore, generally entail less risk than the corporation’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuer’s convertible securities entail more risk than its debt obligations. Convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. In addition, convertible securities are often lower-rated securities.

Because of the conversion feature, the price of the convertible security will normally fluctuate in some proportion to changes in the price of the underlying asset, and as such is subject to risks relating to the activities of the issuer and/or general market and economic conditions. The income component of a convertible security may tend to cushion the security against declines in the price of the underlying asset. However, the income component of convertible securities causes fluctuations based upon changes in interest rates and the credit quality of the issuer.

If the convertible security’s “conversion value,” which is the market value of the underlying common stock that would be obtained upon the conversion of the convertible security, is substantially below the “investment value,” which is the value of a convertible security viewed without regard to its conversion feature (i.e. strictly on the basis of its yield), the price of the convertible security is governed principally by its investment value. If the conversion value of a convertible security increases to the point that approximates or exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding an income-producing security.

 

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A convertible security may be subject to redemption at the option of the issuer at a predetermined price. If a convertible security held by a Portfolio is called for redemption, the Portfolio would be required to permit the issuer to redeem the security and convert it to underlying common stock, or would sell the convertible security to a third party, which may have an adverse effect on the Portfolio’s ability to achieve its investment objective,

A “synthetic” convertible security may be created by combining separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security (“income producing component”) and the right to acquire an equity security (“convertible component”). The income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments. The convertible component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise price, or options on a stock index. Unlike a traditional convertible security, which is a single security having a single market value, a synthetic convertible comprises two or more separate securities, each with its own market value. Therefore, the “market value” of a synthetic convertible security is the sum of the values of its income-producing component and its convertible component. For this reason, the values of a synthetic convertible security and a traditional convertible security may respond differently to market fluctuations.

More flexibility is possible in the assembly of a synthetic convertible security than in the purchase of a convertible security. Although synthetic convertible securities may be selected where the two components are issued by a single issuer, thus making the synthetic convertible security similar to the traditional convertible security, the character of a synthetic convertible security allows the combination of components representing distinct issuers, when the Specialist Manager believes that such a combination may better achieve a Portfolio’s investment objective. A synthetic convertible security also is a more flexible investment in that its two components may be purchased separately. For example, a Portfolio may purchase a warrant for inclusion in a synthetic convertible security but temporarily hold short-term investments while postponing the purchase of a corresponding bond pending development of more favorable market conditions.

A holder of a synthetic convertible security faces the risk of a decline in the price of the security or the level of the index involved in the convertible component, causing a decline in the value of the security or instrument, such as a call option or warrant, purchased to create the synthetic convertible security. Should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount paid for the call option or warrant would be lost. Because a synthetic convertible security includes the income-producing component as well, the holder of a synthetic convertible security also faces the risk that interest rates will rise, causing a decline in the value of the income-producing instrument.

A Portfolio also may purchase synthetic convertible securities created by other parties, including convertible structured notes. Convertible structured notes are income-producing debentures linked to equity, and are typically issued by investment banks. Convertible structured notes have the attributes of a convertible security; however, the investment bank that issues the convertible note, rather than the issuer of the underlying common stock into which the note is convertible, assumes credit risk associated with the underlying investment, and the Portfolio in turn assumes credit risk associated with the convertible note.

BANK CAPITAL SECURITIES. The Portfolios may invest in bank capital securities. Bank capital securities are issued by banks to help fulfill their regulatory capital requirements. There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities often take the form of trust preferred securities. Tier II securities, commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and under certain conditions, allow for the issuer bank to withhold payment of interest until a later date.

TRUST PREFERRED SECURITIES. The Portfolios may invest in trust preferred securities. Trust preferred securities have the characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are issued by a trust that is wholly-owned by a financial institution or other corporate entity, typically a bank holding company. The financial institution creates the trust and owns the trust’s common securities. The trust uses the sale proceeds of its common securities to purchase subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the holders of the trust preferred securities. The primary advantage of this structure is that the trust preferred securities are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.

Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the financial institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may be issued in reliance on Rule 144A under the 1933 Act and subject to

 

61


restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as a Portfolio to sell their holdings. In identifying the risks of the trust preferred securities, the Specialist Manager will look to the condition of the financial institution as the trust typically has no business operations other than to issue the trust preferred securities. If the financial institution defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of its securities, such as a Portfolio.

CYBERSECURITY RISKS. The Portfolios, like all companies, may be susceptible to operational and information security risks. Cybersecurity failures or breaches of the Portfolios or their service providers, including Specialist Managers, or the issuers of securities in which the Portfolios invest, have the ability to cause disruptions and impact business operations. The potential consequences of such events include potential financial losses, the inability of Portfolio shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. The Portfolios and their shareholders could be negatively impacted as a result.

INVESTMENT RESTRICTIONS

In addition to the investment objectives and policies of the Portfolios, each Portfolio is subject to certain investment restrictions both in accordance with various provisions of the Investment Company Act and guidelines adopted by the Board. These investment restrictions are summarized below. The following investment restrictions (1 through 13) are fundamental and cannot be changed with respect to any Portfolio without the affirmative vote of a majority of the Portfolio’s outstanding voting securities as defined in the Investment Company Act.

A PORTFOLIO MAY NOT:

 

1.

Purchase the securities of any issuer, if as a result of such purchase, more than 5% of the total assets of the Portfolio would be invested in the securities of that issuer, or purchase any security if, as a result of such purchase, a Portfolio would hold more than 10% of the outstanding voting securities of an issuer, provided that up to 25% of the value of the Portfolio’s assets may be invested without regard to this limitation, and provided further that this restriction shall not apply to investments in obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities, repurchase agreements secured by such obligations, or securities issued by other investment companies.

 

2.

Borrow money, except that a Portfolio (i) may borrow amounts, taken in the aggregate, equal to up to 5% of its total assets, from banks for temporary purposes (but not for leveraging or investment) and (ii) may engage in reverse repurchase agreements for any purpose, provided that (i) and (ii) in combination do not exceed 33 1/3% of the value of the Portfolio’s total assets (including the amount borrowed) less liabilities (other than borrowings).

 

3.

Mortgage, pledge or hypothecate any of its assets except in connection with any permitted borrowing, provided that this restriction does not prohibit escrow, collateral or margin arrangements in connection with a Portfolio’s permitted use of options, futures contracts and similar derivative financial instruments described in the Trust’s Prospectuses.

 

4.

Issue senior securities, as defined in the Investment Company Act, provided that this restriction shall not be deemed to prohibit a Portfolio from making any permitted borrowing, mortgage or pledge, and provided further that the permitted use of options, futures contracts, forward contracts and similar derivative financial instruments described in the Trust’s Prospectuses shall not constitute issuance of a senior security.

 

5.

Underwrite securities issued by others, provided that this restriction shall not be violated in the event that the Portfolio may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of portfolio securities.

 

6.

Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments, provided that this shall not prevent a Portfolio from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business.

 

7.

With the exception of the Commodity Returns Strategy Portfolio, purchase or sell commodities or commodity contracts, unless acquired as a result of ownership of securities or other instruments, provided that a Portfolio may purchase and sell futures contracts relating to financial instruments and currencies and related options in the manner described in the Trust’s Prospectuses.

 

8.

With respect to The Commodity Returns Strategy Portfolio, purchase or sell commodities or commodity contracts, unless acquired as a result of ownership of securities or other instruments, except to the extent the Portfolio may do so as described in the Portfolio’s Prospectuses and Statement of Additional Information and provided that a Portfolio may purchase and sell futures contracts relating to financial instruments and currencies and related options in the manner described in the Trust’s Prospectuses.

 

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9.

Make loans to others, provided that this restriction shall not be construed to limit (a) purchases of debt securities or repurchase agreements in accordance with a Portfolio’s investment objectives and policies; and (b) loans of portfolio securities in the manner described in the Trust’s Prospectuses.

 

10.

With the exception of The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio, no Portfolio may invest more than 25% of the market value of its assets in the securities of companies engaged in any one industry provided that this restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements secured by such obligations or securities issued by other investment companies.

 

11.

With respect to The Real Estate Securities Portfolio, invest more than 25% of the market value of its assets in the securities of companies engaged in any one industry provided that this restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements secured by such obligations or securities issued by other investment companies, except that the Portfolio will invest more than 25% of its total assets in the real estate industry.

 

12.

With respect to The Commodity Returns Strategy Portfolio, invest more than 25% of the market value of its assets in the securities of companies engaged in any one industry provided that this restriction does not apply to obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, repurchase agreements secured by such obligations or securities issued by other investment companies, except that the Portfolio will invest 25% or more of its total assets at the time of purchase in equity securities issued by commodity-related companies, derivatives with exposure to commodity-related companies or investments in securities and derivatives linked to the underlying price movement of commodities.

 

13.

With respect to each of The Short-Term Municipal Bond Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio, invest, under normal circumstances, less than 80% of its net assets in Municipal Securities.

The following investment restrictions (14 through 16) reflect policies that have been adopted by the Trust, but which are not fundamental and may be changed by the Board, without shareholder vote.

 

14.

A Portfolio may not invest in securities of other investment companies except as permitted under the Investment Company Act.

 

15.

A Portfolio may not invest more than 15% of the value of its net assets in illiquid securities (including repurchase agreements, as described under “Repurchase Agreements,” above).

 

16.

The Portfolios listed below have non-fundamental investment policies obligating such a Portfolio to commit, under normal market conditions, at least 80% of its assets in the type of investment suggested by the Portfolio’s name. For purposes of such an investment policy, “assets” includes the Portfolio’s net assets, as well as any amounts borrowed for investment purposes. The Board has adopted a policy to provide investors with at least 60 days’ notice of any intended change. Each such notice will contain, in bold-face type and placed prominently in the document, the following statement: “Important Notice Regarding Change in Investment Policy.” This statement will also appear on the envelope in which such notice is delivered.

 

  a.

The Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The International Equity Portfolio and The Institutional International Equity Portfolio will each invest at least 80% of its assets in equity securities.

 

  b.

The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio will each invest at least 80% of its respective assets in equity securities of small capitalization and mid-capitalization issuers, as defined in the Trust’s Prospectuses.

 

  c.

The Real Estate Securities Portfolio will invest at least 80% of its assets in equity and debt securities issued by U.S. and non-U.S. real estate-related companies, as defined in the Trust’s Prospectuses.

 

  d.

The Emerging Markets Portfolio will invest at least 80% of its assets in securities of issuers domiciled or, in the view of the Specialist Manager, deemed to be doing material amounts of business in countries determined by the Specialist Manager to have a developing or emerging economy or securities market.

 

  e.

The Core Fixed Income Portfolio and The Fixed Income Opportunity Portfolio will each invest at least 80% of its respective assets in fixed income securities.

 

  f.

The U.S. Government Fixed Income Securities Portfolio will each invest at least 80% of its assets in fixed income securities issued or fully guaranteed by the U.S. Government, Federal Agencies, or sponsored agencies.

 

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  g.

The Inflation Protected Securities Portfolio will invest at least 80% of its assets in inflation-indexed bonds issued by the U.S. government and non-U.S. governments, their agencies and instrumentalities and corporations.

 

  h.

The U.S. Corporate Fixed Income Securities Portfolio will invest at least 80% of its assets in fixed income securities issued by U.S. corporations.

 

  i.

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio will invest at least 80% of its assets in U.S. mortgage and asset backed securities.

An investment restriction applicable to a particular Portfolio shall not be deemed violated as a result of a change in the market value of an investment, the net or total assets of that Portfolio, or any other later change provided that the restriction was satisfied at the time the relevant action was taken.

The Investment Company Act generally defines “senior security” to mean any bond, debenture, note, or similar obligation or instrument constituting a security and evidencing indebtedness, and any stock of a class having priority over any other class as to distribution of assets or payment of dividends.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Trust reserves the right in its sole discretion to suspend the continued offering of the Trust’s shares and to reject purchase orders in whole or in part when in the judgment of the Board such action is in the best interest of the Trust. Payments to shareholders for shares of the Trust redeemed directly from the Trust will be made as promptly as possible but no later than seven days after receipt by the Trust’s transfer agent of the written request in proper form, with the appropriate documentation as stated in the Prospectuses, except that the Trust may suspend the right of redemption or postpone the date of payment during any period when (a) trading on the NYSE is restricted as determined by the SEC or such exchange is closed for other than weekends and holidays; (b) an emergency exists as determined by the SEC making disposal of portfolio securities or valuation of net assets of the Trust not reasonably practicable; or (c) for such other period as the SEC may permit for the protection of the Trust’s shareholders. Each of the Portfolios reserves the right, if conditions exist which make cash payments undesirable, to honor any request for redemption or repurchase of the Trust’s shares by making payment in whole or in part in readily marketable securities chosen by the Trust and valued in the same way as they would be valued for purposes of computing each Portfolio’s net asset value. If such payment were made, an investor may incur brokerage costs in converting such securities to cash. The value of shares on redemption or repurchase may be more or less than the investor’s cost, depending upon the market value of the Trust’s portfolio securities at the time of redemption or repurchase.

PORTFOLIO TRANSACTIONS AND VALUATION

PORTFOLIO TRANSACTIONS. Subject to the general supervision of the Board, the Specialist Managers of the respective Portfolios are responsible for placing orders for securities transactions for each of the Portfolios. Securities transactions involving stocks will normally be conducted through brokerage firms entitled to receive commissions for effecting such transactions. In placing portfolio transactions, a Specialist Manager will use its best efforts to choose a broker or dealer capable of providing the services necessary to obtain the most favorable price and execution available. The full range and quality of services available will be considered in making these determinations, such as the size of the order, the difficulty of execution, the operational facilities of the firm involved, the firm’s risk in positioning a block of securities, and other factors. In placing brokerage transactions, the respective Specialist Managers may, however, consistent with the interests of the Portfolios they serve, select brokerage firms on the basis of the investment research, statistical and pricing services they provide to the Specialist Manager, which services may be used by the Specialist Manager in serving any of its investment advisory clients. In such cases, a Portfolio may pay a commission that is higher than the commission that another qualified broker might have charged for the same transaction, providing the Specialist Manager involved determines in good faith that such commission is reasonable in terms either of that transaction or the overall responsibility of the Specialist Manager to the Portfolio and such manager’s other investment advisory clients. Transactions involving debt securities and similar instruments are expected to occur primarily with issuers, underwriters or major dealers acting as principals. Such transactions are normally effected on a net basis and do not involve payment of brokerage commissions. The price of the security, however, usually includes a profit to the dealer. Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. When securities are purchased directly from or sold directly to an issuer, no commissions or discounts are paid. The table below reflects the aggregate dollar amount of brokerage commissions paid by each of the Portfolios of the Trust during the fiscal years indicated (amounts in thousands).

 

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PORTFOLIO

   YEAR ENDED
June 30, 2019
     YEAR ENDED
June 30, 2018
     YEAR ENDED
June 30, 2017
 

The Value Equity Portfolio

      $ 212      $ 305  

The Institutional Value Equity Portfolio

      $ 220      $ 407  

The Growth Equity Portfolio

      $ 143      $ 155  

The Institutional Growth Equity Portfolio

      $ 122      $ 154  

The Small Capitalization—Mid Capitalization Equity Portfolio

      $ 121      $ 86  

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

      $ 124      $ 92  

The Real Estate Securities Portfolio

      $ 86      $ 66  

The Commodity Returns Strategy Portfolio

      $ 205      $ 770  

The ESG Growth Portfolio

      $ 30      $ 41  

The Catholic SRI Growth Portfolio

      $ 6      $ 9  

The International Equity Portfolio

      $ 676      $ 933  

The Institutional International Equity Portfolio

      $ 1,518      $ 1,691  

The Emerging Markets Portfolio

      $ 2,685      $ 3,245  

The Core Fixed Income Portfolio

      $ 0      $ 0  

The Fixed Income Opportunity Portfolio

      $ 42      $ 24  

The U.S. Government Fixed Income Securities Portfolio

      $ 0      $ 0  

The Inflation Protected Securities Portfolio

      $ 0      $ 0  

The U.S. Corporate Fixed Income Securities Portfolio

      $ 0      $ 0  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

      $ 0      $ 0  

The Short-Term Municipal Bond Portfolio

      $ 0      $ 0  

The Intermediate Term Municipal Bond Portfolio

      $ 0      $ 0  

The Intermediate Term Municipal Bond II Portfolio

      $ 0      $ 0  

 

The Trust has adopted procedures pursuant to which each Portfolio is permitted to allocate brokerage transactions to affiliates of the various Specialist Managers. Under such procedures, commissions paid to any such affiliate must be fair and reasonable compared to the commission, fees or other remuneration paid to other brokers in connection with comparable transactions.

 

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The following table reflects the aggregate dollar amount of brokerage commissions paid in connection with a Portfolio’s transactions by such Portfolio’s Specialist Manager to any broker/dealer that may be deemed to be an affiliate of the Specialist Manager during the Trust’s last three fiscal years. Information shown is expressed both as a percentage of the total amount of commission dollars paid by a Portfolio and as a percentage of the total value of all brokerage transactions effected on behalf of such Portfolio. None of the Portfolios, other than the Portfolios indicated below, paid brokerage commissions to brokerage firms affiliated with the Specialist Managers.

[table to be updated in 485b filing]

 

     Commissions paid ($)      % of Commissions Paid     % of Transactions Effected  
     2018      2017      2016      2018     2017     2016     2018     2017     2016  

The Growth Equity Portfolio

                     

BNY Convergex

   $ —        $ —        $ 252        —       —       0.13     —       —       0.30

The Institutional Growth Equity Portfolio

                     

BNY Convergex

   $ —        $ —        $ 405        —       —       0.16     —       —       0.32

The Small Capitalization-Mid Capitalization Equity Portfolio

                     

BNY Convergex

   $ —        $ —        $ 3        —       —       —       —       —       —  

The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

                     

BNY Convergex

   $ —        $ —        $ 7        —       —       —       —       —       —  

The Commodity Returns Strategy Portfolio

                     

BNY Convergex

   $ —        $ —        $ 84        —       —       —       —       —       —  

The Emerging Markets Portfolio

                     

BNY Convergex

   $ —        $ 35,715      $ —          —       1.10     —       —       0.21     —  

Pershing

   $ —        $ 1,852      $ —          —       0.06     —       —       0.06     —  

HSBC Securities

   $ —        $ 6,958      $ 29,321        —       0.21     1.49     —       0.04     0.51

Societe Generale

   $ —        $ —        $ 1,034        —       —       0.05     —       —       0.06

Santander Securities

   $ 14,151      $ —        $ —          0.52     —       —       0.32     —       —  

ITAU Securities

   $ 8,263      $ —        $ —          0.31     —       —       0.13     —       —  

In no instance will portfolio securities be purchased from or sold to Specialist Managers, the Adviser or any affiliated person of the foregoing entities except to the extent permitted by applicable law or an order of the SEC. It is possible that at times identical securities will be acceptable for both a Portfolio of the Trust and one or more of a Specialist Manager’s other client accounts. In such cases, simultaneous transactions are inevitable. Purchases and sales are then averaged as to price and allocated as to amount according to a formula deemed equitable to each such account. While in some cases this practice could have a detrimental effect upon the price or value of the security as far as a Portfolio is concerned, in other cases it is believed that the ability of a Portfolio to participate in volume transactions may produce better executions for such Portfolio.

PORTFOLIO TURNOVER. Changes may be made in the holdings of any of the Portfolios consistent with their respective investment objectives and policies whenever, in the judgment of the relevant Specialist Manager, such changes are believed to be in the best interests of the Portfolio involved. It is not anticipated that the annual portfolio turnover rate for any Portfolio will exceed 100% under normal circumstances.

 

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Portfolios may experience higher turnover due to the addition of a Specialist Manager to the Portfolio, a reallocation of Portfolio assets among Specialist Managers, or a replacement of one or more Specialist Managers. Additionally, the following investments may increase a Portfolio’s turnover: (a) investing in certain types of derivative instruments; or (b) investing in U.S. government securities for short periods of time while determining appropriate longer term investments for a Portfolio. The portfolio turnover rate is calculated by dividing the lesser of purchases or sales of portfolio securities by the average monthly value of a Portfolio’s securities. For purposes of this calculation, portfolio securities exclude all securities having a maturity when purchased of one year or less. The portfolio turnover rate for each of the Portfolios that has more than one Specialist Manager will be an aggregate of the rates for each individually managed portion of that Portfolio. Rates for each portion, however, may vary significantly. The high portfolio turnover rates for fiscal year ended June 20, 2019 for The ESG Growth Portfolio and The Catholic SRI Growth Portfolio are due to [to be provided in next post-effective amendment]. The portfolio turnover rates for each of the Trust’s Portfolios during the last three fiscal years are set forth in the following table.

 

PORTFOLIO

   FISCAL YEAR
ENDED
June 30, 2019
     FISCAL YEAR
ENDED
June 30, 2018
    FISCAL YEAR
ENDED
June 30, 2017
 

The Value Equity Portfolio

        58.60     61.30

The Institutional Value Equity Portfolio

        68.39     55.25

The Growth Equity Portfolio

        39.77     38.28

The Institutional Growth Equity Portfolio

        43.36     21.93

The Small Capitalization—Mid Capitalization Equity Portfolio

        61.65     48.52

The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

        95.15     47.63

The Real Estate Securities Portfolio

        49.59     58.32

The Commodity Returns Strategy Portfolio

        28.82     56.34

The ESG Growth Portfolio

        15.54     25.45

The Catholic SRI Growth Portfolio

        17.01     27.41

The International Equity Portfolio

        29.94     52.75

The Institutional International Equity Portfolio

        40.38     52.79

The Emerging Markets Portfolio

        54.90     60.79

The Core Fixed Income Portfolio

        43.79     45.74

The Fixed Income Opportunity Portfolio

        37.57     41.48

The U.S. Government Fixed Income Securities Portfolio

        32.58     46.76

The Inflation Protected Securities Portfolio

        20.77     21.69

The U.S. Corporate Fixed Income Securities Portfolio

        44.69     40.47

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

        17.13     17.58

The Short-Term Municipal Bond Portfolio

        18.84     25.02

The Intermediate Term Municipal Bond Portfolio

        26.27     19.75

The Intermediate Term Municipal Bond II Portfolio

        21.56     15.48

VALUATION. The net asset value per share of the Portfolios is determined once on each Business Day as of the close of the NYSE, which is normally 4 p.m. Eastern Time, on each day the NYSE is open for trading. The Commodity Return Strategy Portfolio’s current net asset value per share is readily available online at http://www.hccapitalsolutions.com/. The Trust does not expect to determine the net asset value of its shares on any day when the NYSE is not open for trading even if there is sufficient trading in its portfolio securities on such days to materially affect the net asset value per share.

In valuing the Trust’s assets for calculating net asset value, readily marketable portfolio securities listed on a national securities exchange or on NASDAQ are valued at the closing price on the business day as of which such value is being determined. If there has been no sale on such exchange or on NASDAQ on such day, the security is valued at the closing bid price on such day. Readily

 

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marketable securities traded only in the over-the-counter market and not on NASDAQ are valued at the closing price or if no sale occurs at the mean between the last reported bid and asked prices. Equity securities listed on a foreign exchange are valued at the last quoted sales price available before the time when such securities are to be valued, provided that where such securities are denominated in foreign currencies, such prices will be converted into U.S dollars at the bid price of such currencies against U.S. dollars. Exchange

 

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rates are received daily from an independent pricing service approved by the Board. If there have been no sales on such exchange, the security is valued at the closing bid. All other assets of each Portfolio are valued in such manner as the Board in good faith deems appropriate to reflect their fair value. The net asset value per share of each of the Trust’s Portfolios is calculated as follows: All liabilities incurred or accrued are deducted from the valuation of total assets which includes accrued but undistributed income; the resulting net asset value is divided by the number of shares outstanding at the time of the valuation and the result (adjusted to the nearest cent) is the net asset value per share.

When the closing price of a foreign security is not an accurate representation of value as a result of events (a “Significant Event”) that have occurred after the closing of the primary foreign exchange and prior to the time certain of the Portfolios’ net asset value per share is calculated, then a market quotation is deemed to not be readily available and the fair value of affected securities will be determined by consideration of other factors by the Pricing Committee. An example of a frequently occurring Significant Event is a significant movement in the U.S. equity markets. The Board may predetermine the level of such a movement that will constitute a Significant Event (a “Trigger”) and preauthorize the Trust’s Accounting Agent to utilize a pricing service authorized by the Board (a “Fair Value Pricing Service”) that has been designated to determine a fair value for the affected securities. On a day when a Fair Value Pricing Service is so utilized, the Trust’s Pricing Committee need not meet. The Pricing Committee, however, will determine the fair value of securities affected by a Significant Event where either (i) the Pricing Committee has not authorized the use of a Fair Value Pricing Service, or (ii) the Significant Event is other than a movement in the U.S. equity markets that qualifies as a Trigger.

PORTFOLIO HOLDINGS. The Trust may provide information regarding the portfolio holdings of the various Portfolios to its service providers where relevant to duties to be performed for the Portfolios. Such service providers include fund accountants, administrators, investment advisers, custodians, independent public accountants, and attorneys. All such service providers are required to maintain the confidentiality of such information by virtue of their respective duties to the Trust. Disclosures to service providers are made in the ordinary course of business as needed in order for a service provider to meet its obligations to the Trust and are generally provided without any lag time. Non-standard disclosure of portfolio holdings information may also be provided to entities that provide a service to a Specialist Manager, provided that the service is related to the investment advisory services that the Specialist Manager provides to the Portfolios. Service providers may also disclose such information to certain of their service providers in order to facilitate the provision of services to the Trust. All such third-party recipients will also be required to maintain the confidentiality of such information.

The Trust does not disclose any portfolio holdings information to any rating or ranking organizations, but does disclose such information to two third party organizations, FactSet Research Systems, Inc. and Bloomberg, L.P., for the sole purpose of providing statistical services to the Adviser. These organizations receive portfolio holdings information daily with no lag time. These organizations have signed confidentiality agreements under which they are required to keep all portfolio holdings information confidential and are prohibited from improperly using such information.

Except as set forth above, neither the Trust nor any service provider to the Trust may disclose material information about the Portfolios’ holdings to other third parties except that information about portfolio holdings may be made available to such third parties provided that the information has become public information by the filing of an annual or semi-annual report or Form N-PORT by the Portfolios. In no event shall such information be disclosed for compensation.

The Trust’s Chief Compliance Officer is responsible for reviewing such disclosures to ensure that no improper disclosures have occurred. The Board relies on the Trust’s Chief Compliance Officer to exercise day-to-day oversight with respect to portfolio holdings disclosures. The Board receives periodic reports from the Chief Compliance Officer and meets with him on a regular basis.

ADDITIONAL INFORMATION ABOUT PORTFOLIO MANAGERS

Set forth below is information about those individuals (each of whom is referred to as a “portfolio manager”) who are primarily responsible for day-to-day investment decisions relating to the various Portfolios. All of the portfolio managers set forth with regard to each Specialist Manager are employees of the indicated Specialist Manager and not of the Adviser.

As noted in the Prospectuses, investment in the HC Strategic Shares of the Trust is currently limited to investors for whom the Adviser, or any affiliate of the Adviser, provides a complete program of investment advisory services. Unless otherwise noted, none of the portfolio managers owns any shares of the Portfolio of the Trust for which they are responsible.

The tables and text below disclose information about other accounts managed, compensation, and potential conflicts of interest. All information is as of June 30, 2019, unless otherwise noted.

 

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It should be noted that there are certain potential conflicts of interest which are generally applicable to all of the Specialist Managers. The conflicts arise from managing multiple accounts and include conflicts among investment strategies, conflicts in the allocation of investment opportunities and conflicts due to the differing assets levels or fee schedules of various accounts.

Agincourt Capital Management, LLC (“Agincourt”) serves as a Specialist Manager for The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio. Listed below are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Agincourt. Day-to-day investment decisions for The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The Core Fixed

Income Portfolio and The U.S. Corporate Fixed Income Securities Portfolio are the responsibility of L. Duncan Buoyer, Managing Director and Portfolio Manager of Agincourt and B. Scott Marshall, Director and Portfolio Manager. Both Mr. Buoyer and Mr. Marshall provide portfolio management for certain other registered investment companies and separately managed accounts within this strategy. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED — TOTAL

THE ESG GROWTH PORTFOLIO

THE CATHOLIC SRI GROWTH PORTFOLIO

 

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THE CORE FIXED INCOME PORTFOLIO

THE U.S. CORPORATE FIXED INCOME SECURITIES PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

L. Duncan Buoyer

     0      $ 0        0      $ 0        174      $ 6.9 billion  

B. Scott Marshall

     0      $ 0        0      $ 0        174      $ 6.9 billion  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

L. Duncan Buoyer

     0      $ 0        0      $ 0        2      $ 429 million  

B. Scott Marshall

     0      $ 0        0      $ 0        2      $ 429 million  

CONFLICTS OF INTEREST.

Agincourt Capital Management is focused on managing fixed income portfolios. All portfolios are managed on a team basis and accounts with similar mandates are managed as closely as possible, taking into account client specific cash flow requirements and any investment guideline constraints.

Agincourt maintains policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and broker selection.

While there is no guarantee that such policies and procedures will be effective in all cases, Agincourt believes that all issues relating to potential material conflicts of interest have been addressed.

COMPENSATION.

Compensation is not tied to the performance of the Fund or specific accounts. The majority of Agincourt’s investment professionals have an ownership interest in the firm, sharing in profits in addition to a base salary. For those employees that do not have an ownership interest there is a bonus plan that is based on the firm’s profitability combined with the individual’s contribution to the firm’s success.

 

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Artisan Partners Limited Partnership (“Artisan Partners”) serves as a Specialist Manager for The International Equity Portfolio and The Institutional International Equity Portfolio. Mr. Mark L. Yockey, a managing director of Artisan Partners, manages those portions of these Portfolios allocated to Artisan Partners. Mr. Andrew J. Euretig and Mr. Charles-Henri Hamker serve as Associate Portfolio Managers. As portfolio managers, Messrs. Yockey, Euretig and Hamker are jointly responsible for making day-to-day investment decisions. Mr. Yockey, Mr. Euretig and Mr. Hamker also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED — TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mark L. Yockey

     5      $ 12.7 billion        7      $ 3.1 billion        33      $ 8.8 billion  

Andrew J. Euretig

     5      $ 12.7 billion        7      $ 3.1 billion        33      $ 8.8 billion  

Charles-Henri Hamker

     5      $ 12.7 billion        7      $ 3.1 billion        33      $ 8.8 billion  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mark L. Yockey

     0      $ 0        0      $ 0        2      $ 796 million  

Andrew J. Euretig

     0      $ 0        0      $ 0        2      $ 796 million  

Charles-Henri Hamker

     0      $ 0        0      $ 0        2      $ 796 million  

CONFLICTS OF INTEREST. Mark Yockey manages portfolios for multiple clients within two investment strategies (Non-U.S. Growth and Global Equity). Mr. Yockey serves as Portfolio Manager of the Non-U.S. Growth and Global Equity strategies. Andrew Euretig and Charles Hamker serve as Portfolio Managers of the Global Equity strategy and Associate Portfolio Managers of the Non-U.S. Growth strategy. These accounts may include accounts for registered investment companies, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies and foundations) and other private pooled investment vehicles. There are a number of ways in which the interests of Artisan Partners, its portfolio managers and its other personnel might conflict with the interests of the Portfolios and their shareholders, including:

Sharing of Personnel, Services, Research and Advice among Clients. Because all client accounts within Artisan Partners’ Non-U.S. Growth strategy, including the Portfolios, are managed similarly, substantially all of the research and portfolio management activities conducted by the Non-U.S. Growth investment team with respect to a given strategy benefit all clients. Artisan Partners’ administrative and operational personnel divide their time among services to Artisan Partners’ clients as appropriate given the nature of the services provided.

 

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Restrictions on Activities. Artisan Partners generally does not tailor its investment management services to the individual needs of clients, but rather invests all of the accounts in a particular strategy in a similar manner. To prevent the potentially negative impact that the restrictions of one client account or multiple client accounts may have on the manner in which Artisan Partners invests on behalf of all of its client accounts, Artisan Partners generally does not accept accounts subject to restrictions that Artisan Partners believes would cause it to deviate from its stated investment strategy or adversely affect its ability to manage client accounts.

Investments in Issuers with Business Relationships with Artisan Partners. From time to time, clients in a particular investment strategy including Artisan Partners’ Non-U.S. Growth investment strategy, may invest in a security issued by a company, or an affiliate of a company, that is also a client of Artisan Partners or has another business relationship with Artisan Partners or its affiliates. Likewise, clients in a particular investment strategy may invest in a security issued by a company, a director or officer of which is also a director of Artisan Partners Funds, Inc., a registered investment company to which Artisan Partners acts as investment adviser (“Artisan Partners Funds”). Artisan Partners has written policies designed to prevent the misuse of material non-public information. The operation of those policies and of applicable securities laws may prevent the execution of an otherwise desirable purchase or sale in a public securities transaction in a client account if Artisan Partners believes that it is or may be in possession of material non-public information regarding the issuer or security that would be the subject of that transaction.

With prior written approval, Artisan Partners may allow its personnel to serve as a director of a public company. Because of the heightened risk of misuse, or allegations of misuse, of material nonpublic information, Artisan Partners does not permit investment by client accounts or persons covered by Artisan Partners’ Code of Ethics in securities of any issuer of which an Artisan Partners staff member is a director, except that such staff member may purchase and sell that company’s securities for his or her own account or for the account of his or her immediate family members. This prohibition may foreclose investment opportunities that would be available to the Portfolios if the staff member were not a director.

Side-by-Side Management. Potential conflicts of interest may arise in the management of multiple investment strategies by a single investment team. For instance, an investment team may provide advice to accounts in one investment strategy that may differ from advice given to accounts in another investment strategy. If an investment team identifies a limited investment opportunity that may be suitable for more than one strategy, a strategy may not be able to take full advantage of that opportunity. There also may be circumstances when an investment team has an incentive to devote more time or resources to, or to implement different ideas in, one strategy over another. An investment team may also execute transactions for one strategy that may adversely impact the value of securities held by a different strategy or team. For example, an investment team may engage in short sales of securities of an issuer in which the Portfolios it manages also invests. In such a case, the investment team could be seen as harming the performance of the Portfolio for the benefit of the account engaging in short sales if the short sales cause the market value of the securities held to fall. Artisan Partners maintains policies and procedures and internal review processes designed to mitigate potential conflicts of interest arising from side-by-side investment management.

Allocation and Aggregation of Portfolio Transactions among Clients. Artisan Partners seeks to treat all of its clients fairly when allocating investment opportunities among clients. Artisan Partners has compliance policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities, which are reviewed regularly by Artisan Partners. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability (for example, initial public offerings) and allocation of investment opportunities generally, could raise a potential conflict of interest. The potential conflicts between accounts in a strategy are mitigated because Artisan Partners’ investment teams generally try to keep all client portfolios in a strategy invested in the same securities with approximately the same weightings (with exceptions for client-imposed restrictions and limitations). Nevertheless, investment opportunities may be allocated differently among accounts in a strategy due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons. In addition, there also may be instances where a particular security is held by, or appropriate for, more than one investment strategy (“cross holdings”) due to the overlap of their investment universes; however, investment decisions for each strategy, including the Portfolios, are generally made by the relevant investment team independently of investment decisions for another strategy, such that investment opportunities may be allocated differently among client accounts across such investment strategies.

“Same way” transactions (that is, all buys or all sells) in a security held by more than one account in a strategy are generally aggregated across all participating accounts in the strategy and same way transactions may be aggregated across accounts in different strategies when Artisan Partners considers doing so appropriate and practicable under the circumstances (for example, Artisan Partners has established certain information barriers and policies between certain of its investment teams that would make trade aggregation impracticable). On occasion, the portfolio manager of one strategy may impose a price limit or some other differing instruction and so may decide not to participate in the aggregated order. In those cases, a trader works both trades in the market at the same time, subject to the requirements of Artisan Partners’ trading procedures. When orders for a trade in a security are opposite to one another (that is, one portfolio is buying a security, while another is selling the security) and the trader receives a buy order while a sell order is pending (or vice versa), the traders will seek to mitigate the risk of inadvertent cross trades by (i) utilizing different brokers or venues, or (ii) utilizing brokers or venues that maintain crossing prevention controls.

 

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Waivers of Artisan Partners’ allocation procedures may be made with approval in advance by one of certain designated members of Artisan Partners’ management who are not part of the portfolio management process.

Fees. Like the fees Artisan Partners receives from the Portfolios, the fees Artisan Partners receives as compensation from other client accounts are typically calculated as a percentage of the client’s assets under management. Artisan Partners receives performance-based allocations or fees from the private funds it sponsors and expects to receive performance-based fees from accounts in other strategies. In addition, Artisan Partners will, under certain circumstances, negotiate performance-based fee arrangements with other accounts. Across all of its investment strategies, Artisan Partners had seven separate accounts with performance-based fees as of June 30, 2019. One of those client accounts is managed in Artisan Partners’ Non-U.S. Growth investment strategy and one is managed in Artisan Partner’s Global Equity investment strategy. Although Artisan Partners may have an incentive to manage the assets of accounts with performance–based fees differently from its other accounts, Artisan Partners maintains policies and procedures and internal review processes designed to mitigate such conflicts.

Investing in Different Parts of an Issuer’s Capital Structure. Conflicts potentially limiting the Portfolios’ investment opportunities may also arise when a Portfolio and other Artisan Partners’ clients invest in different parts of an issuer’s capital structure, such as when a Portfolio owns senior debt obligations of an issuer and other clients own junior tranches or equity securities of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities and negotiations with issuers that would potentially give rise to conflicts with other Artisan Partners’ clients or Artisan Partners may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Portfolios’ investment opportunities. Additionally, if Artisan Partners acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for the Portfolios. When making investment decisions where a conflict of interest may arise, Artisan Partners will endeavor to act in a fair and equitable manner as between the Portfolios and other clients; however, in certain instances the resolution of the conflict may result in Artisan Partners acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of the Portfolios.

Confidential Information Access. From time to time, employees of Artisan Partners may receive material non-public information (referred to herein as “Confidential Information”). Employees may obtain Confidential Information, voluntarily or involuntarily, through Artisan Partners’ management activities or the employee’s outside activities. Confidential Information may be received under varying circumstances, including, but not limited to, upon execution of a non-disclosure agreement with an issuer, as a result of serving on a creditors’ committee or through conversations with a company’s management team. Under applicable law, Artisan Partners’ employees are generally prohibited from disclosing or using Confidential Information in effecting purchases and sales in public securities transactions for their personal benefit or for the benefit of any other person (including clients). Accordingly, should an employee receive Confidential Information, the employee is generally prohibited from communicating that information or using that information in public securities transactions, which could limit the ability to buy or sell certain investments even when the limitation is detrimental to Artisan Partners, the employee or the client, including the Portfolios.

Artisan Partners may seek to avoid the receipt of Confidential Information when it determines that the receipt of Confidential Information would restrict the Portfolios or other clients of Artisan Partners from trading in securities they hold or in which they may invest. In circumstances when Artisan Partners declines to receive Confidential Information from an issuer, an account, such as the Portfolios, may be disadvantaged in comparison to other investors, including with respect to evaluating the issuer and the price the account would pay or receive when it buys or sells those investments. Further, in situations when the account is asked, for example, to grant consents, waivers or amendments with respect to such investments, Artisan Partners’ ability to assess such consents, waivers and amendments may be impacted by its lack of access to Confidential Information.

From time to time, Artisan Partners uses paid expert networks. Artisan Partners has adopted specific procedures to prevent and address the inadvertent receipt of Confidential Information from the expert networks.

Portfolio Transactions and Soft Dollars. Artisan Partners has an obligation to seek best execution for clients—that is, execution of trades in a manner intended, considering the circumstances, to secure that combination of net price and execution that will maximize the value of Artisan Partners’ investment decisions for the benefit of its clients. Artisan Partners may use client commissions to pay for brokerage and research services (often referred to as “soft dollars”) if Artisan Partners determines that such items meet the criteria outlined in its commission management policy and do not impair its duty to seek best execution. Artisan Partners does not consider, in selecting broker-dealers to be used in effecting securities transactions for a Fund, whether Artisan Partners or its affiliates received client referrals from the broker-dealer.

 

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Artisan Partners has potential conflicts of interest arising from its execution of portfolio transactions and use of soft dollars. Artisan Partners has adopted procedures with respect to soft dollars, which are included in Artisan Partners Funds’ compliance program.

Proprietary and Personal Investments and Code of Ethics. Artisan Partners’ proprietary accounts also may present potential conflicts of interest with Artisan Partners’ clients, including the Portfolios. Artisan Partners from time to time uses a proprietary account to evaluate the viability of an investment strategy or bridge what would otherwise be a gap in a performance track record. Proprietary accounts that exist from time to time are, in general, treated like client accounts for purposes of allocation of investment opportunities. To the extent there is overlap between the investments of one or more proprietary accounts and the accounts of Artisan Partners’ clients, all portfolio transactions generally are aggregated, where applicable, and allocated pro rata among participating accounts.

Personal transactions are subject to Artisan Partners’ Code of Ethics, which generally provides that personnel of Artisan Partners may not take personal advantage of any information that they may have concerning Artisan Partners’ current investment program. The Code of Ethics requires pre-approval of most personal securities transactions believed to present potentially meaningful risk of conflict of interest (including acquisitions of securities as part of an initial public offering or private placement). The Code of Ethics provides that Artisan Partners’ compliance team may deny pre-approval for transactions that the compliance team believes may present a conflict of interest with client transactions.

In addition, the Code of Ethics requires reports of personal securities transactions (which generally are in the form of duplicate confirmations and brokerage account statements) to be filed with Artisan Partners’ compliance department quarterly or more frequently. Those reports are reviewed for conflicts, or potential conflicts, with client transactions.

The Code of Ethics also contains policies designed to prevent the misuse of material, non-public information and to protect the confidential information of Artisan Partners’ clients.

Proxy Voting. Artisan Partners or its affiliate may have a relationship with an issuer that could pose a conflict of interest when voting the shares of that issuer on behalf of the Portfolios. As described in its proxy voting policy, Artisan Partners will be deemed to have a potential conflict voting proxies of an issuer if: (i) Artisan Partners or its affiliate manages assets for the issuer or an affiliate of the issuer and also recommends that the Portfolios invest in such issuer’s securities; (ii) a director, trustee or officer of the issuer or an affiliate of the issuer is a director of Artisan Partners Funds or an employee of Artisan Partners or its affiliate; (iii) Artisan Partners or its affiliate is actively soliciting that issuer or an affiliate of the issuer as a client and the Artisan Partners employees who recommend, review or authorize a vote have actual knowledge of such active solicitation; (iv) a director or executive officer of the issuer has a personal relationship with an Artisan Partners employee who recommends, reviews or authorizes the vote; or (v) another relationship or interest of Artisan Partners or its affiliate, or an employee of either of them, exists that may be affected by the outcome of the proxy vote and that is deemed to represent an actual or potential conflict for the purposes of the proxy voting policy. Artisan Partners’ proxy voting policy contains procedures that must be followed in the event such relationships are identified in order to minimize the conflicts of interest that otherwise may result in voting proxies for Artisan Partners’ clients, including the Portfolios.

COMPENSATION. Artisan Partners’ portfolio managers are compensated through a fixed base salary or similar payment and a subjectively determined incentive bonus or payment that is a portion of a bonus pool, the aggregate amount of which is tied to the firm’s fee revenues generated by all accounts included within the manager’s investment strategies, including the Portfolios. Portfolio managers may also receive a portion of the performance fee revenues or allocations from private funds sponsored by Artisan Partners. Artisan Partners’ portfolio managers also participate in group life, health, medical reimbursement and retirement plans that are generally available to all of Artisan Partners’ salaried associates.

 

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Breckinridge Capital Advisors, Inc. (“Breckinridge”) serves as the Specialist Manager for The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. Breckinridge manages client portfolios on a team approach basis, which enables any portfolio manager to make investment recommendations and decisions across client accounts. Peter Coffin, President, Matthew Buscone, Portfolio Manager, Ji Young Jung, Portfolio Manager, Sara Chanda, Portfolio Manager, Allyson Gerrish, Portfolio Manager, Jeffrey Glenn, Portfolio Manager, Eric Haase, Portfolio Manager and Khurram Gillani, Portfolio Manager, are responsible for making day-to-day investment decisions for The Short-Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. The portfolio management team also provides investment management services for other registered investment companies, pooled investment vehicles and separately managed accounts.

OTHER ACCOUNTS MANAGED — TOTAL*

SHORT-TERM MUNICIPAL BOND PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER**

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Peter Coffin

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Matthew Buscone

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Jeffrey Glenn

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Ji Young Jung

     2      $ 138.5 million        1      $ 22.2 million        45,343      $ 38.7 billion  

Sara Chanda

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Eric Haase

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Khurram Gillani

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Allyson Gerrish

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

None of these accounts has an advisory fee based on performance.

**

In addition to the accounts in the table, portfolio managers also manage personal accounts for their own benefit.

OTHER ACCOUNTS MANAGED — TOTAL*

INTERMEDIATE TERM MUNICIPAL BOND II PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER**

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Peter Coffin

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Matthew Buscone

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Jeffrey Glenn

     2      $ 138.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Ji Young Jung

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Sara Chanda

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Eric Haase

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Khurram Gillani

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

Allyson Gerrish

     2      $ 168.5 million        1      $ 22.2 million        15,343      $ 38.7 billion  

 

*

None of these accounts has an advisory fee based on performance.

**

In addition to the accounts in the table, portfolio managers also manage personal accounts for their own benefit.

 

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CONFLICTS OF INTEREST. Breckinridge provides investment advisory services to client accounts in different strategies with varying fee schedules. As such, Breckinridge’s portfolio management team must allocate their time across multiple client accounts, which can create a conflict of interest. Using our proprietary portfolio management and trading system, the team can determine portfolio needs, sales and trade ideas across multiple client accounts with our traders’ input on valuation. Additionally, they utilize the proprietary system to complete allocations to client accounts in a manner that is consistent with internal policy. Breckinridge does not have any performance fee or soft dollar arrangements, both of which can create further conflicts concerning the management and trading of client accounts.

When Breckinridge has identified buy and sell orders in the same or similar security, Breckinridge will consider cross trades between client accounts. The usage of cross trades creates a conflict as Breckinridge is advising clients on both sides of the transaction. Breckinridge only executes cross trades when certain conditions are met and conducts regular reviews of cross transactions to ensure they have met conditions and best execution objectives. As a matter of policy, IRAs and client accounts subject to ERISA or the Investment Company Act of 1940 are excluded from cross transactions.

Many clients access Breckinridge through firms affiliated with broker dealer firms, which are Breckinridge trading partners. In our pursuit of best execution, Breckinridge may select a dealer that has client accounts or has affiliates with client accounts managed by us. Since Breckinridge has a business interest in these client relationships, there may appear to be an incentive for us to select these dealers over those without such client accounts when placing orders for client portfolios. Typically, the teams responsible for client servicing and trading are separate; thus, there is usually little to no overlap between the teams who manage the client accounts and the teams who are responsible for executing trades. Additionally, Breckinridge has a general prohibition on traders seeking broker selection input from our Consultant Relations and Marketing teams. Regardless, Breckinridge conducts periodic reviews of its trade execution and trading partners to ensure we are meeting our best execution objectives.

Employees at Breckinridge may enter into certain personal securities transactions with appropriate approvals. Personal trading activity can cause conflicts with client accounts since employees may hold the same securities as those held in client accounts. To help minimize this conflict, Breckinridge has a general prohibition on the trading of securities that may be eligible for client accounts. Employees also are subject to transactional restrictions and regular reporting requirements, which are detailed in our Code of Ethics.

COMPENSATION. All members of the portfolio management team receive a base salary and are eligible for a bonus, which is paid quarterly. The bonus is not tied to the performance of any client account. Each member is also eligible to receive equity options in the firm, which when exercised will entitle them to share in the firm’s profits and long-term growth.

OWNERSHIP OF FUND SHARES. None of the portfolio management team members own shares of the Funds for which they serve as portfolio managers.

Cadence Capital Management LLC (“Cadence”) serves as a Specialist Manager to for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio. Listed below are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Cadence. Messrs. Dokas and Ginsberg provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts.

OTHER ACCOUNTS MANAGED — TOTAL*

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT
VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

J. Paul Dokas

     1      $ 31.6 million        1      $ 226.4 million        10      $ 971.6 million  

Robert Ginsberg

     3      $ 614.9 million        1      $ 226.4 million        19      $ 1,008 million  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST. Cadence’s Portfolio Managers perform investment management services for various mutual funds and other accounts besides the Portfolios. Some of these clients’ portfolios are managed using the same investment strategies and objectives which the Portfolio Managers use to manage the Portfolios, while other portfolios are managed by the Portfolio Managers using different investment strategies and objectives. Generally, all client portfolios that are managed using a similar investment strategy and objective

 

77


are managed as a group (each, a “Strategy”) such that portfolio holdings, relative position sizes and industry and sector exposures tend to be similar among each client portfolio in the Strategy. This minimizes, but does not eliminate the potential for conflicts of interest. For example, one Strategy may be selling a security, while another Strategy may be purchasing or holding the same security. As a result, transactions executed for the Strategy that is selling the security may adversely affect the value of any Strategy which is purchasing or holding the same security.

Other conflicts of interest may arise from the management of multiple accounts and the Portfolios. For example, Cadence may receive more compensation with respect to certain Strategies than that received with respect to other Strategies or the Portfolios or may receive compensation based in part on the performance of accounts in a certain Strategy. In such cases, the Portfolio Managers may be viewed as having an incentive to enhance the performance of such Strategy, to the possible detriment of other Strategies for which Cadence may not receive greater compensation or performance-based fees. In addition, the Portfolio Managers must allocate time and effort to multiple accounts and the Portfolios.

Each Portfolio Manager’s management of personal accounts also may present certain conflicts of interest. The Portfolio Managers may have personal investments in the Portfolios managed by such Portfolio Managers. While Cadence has adopted a code of ethics that is designed to address these potential conflicts, there is no guarantee that it will do so.

COMPENSATION. Cadence compensates each portfolio manager for such portfolio manager’s management of the Portfolios. Each portfolio manager’s compensation consists of a fixed annual base salary and participation in an annual variable incentive bonus plan that is based on multiple inputs including investment performance and business performance. A portion of the portfolio managers’ compensation is tied to longer term performance against relevant benchmarks. There is also a “phantom equity” incentive structure in place that mimics equity ownership, including a long-term vesting schedule (for retention) and annual payouts based on profitability. Portfolio managers also participate in benefit and retirement plans available generally to all employees.

Causeway Capital Management LLC (“Causeway”) serves as a Specialist Manager for The International Equity Portfolio and The Institutional International Equity Portfolio. Day-to-day responsibility for the management of the assets of these Portfolios allocated to Causeway is the responsibility of Sarah H. Ketterer, Harry W. Hartford, James A. Doyle, Jonathan P. Eng, Conor Muldoon, Alessandro Valentini, Ellen Lee and Steven Nguyen. This team also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED — TOTAL AS OF 5/30/19

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Sarah H. Ketterer

     14      $ 13.821 billion        23      $ 5.142 billion        149      $ 21.689 billion  

Harry W. Hartford

     14      $ 13.821 billion        23      $ 5.142 billion        101      $ 21.482 billion  

James A. Doyle

     14      $ 13.821 billion        23      $ 5.142 billion        101      $ 21.497 billion  

Jonathan P. Eng

     14      $ 13.821 billion        23      $ 5.142 billion        98      $ 21.489 billion  

Ellen Lee

     14      $ 13.821 billion        23      $ 5.142 billion        97      $ 21.480 billion  

Conor Muldoon

     14      $ 13.821 billion        23      $ 5.142 billion        103      $ 21.482 billion  

Steven Nguyen*

     14      $ 13.821 billion        23      $ 5.142 billion        97      $ 21.481 billion  

Alessandro Valentini

     14      $ 13.821 billion        23      $ 5.142 billion        98      $ 21.482 billion  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Sarah H. Ketterer

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Harry W. Hartford

     0      $ 0        0      $ 0        9      $ 2.100 billion  

James A. Doyle

     0      $ 0        0      $ 0        9      $ 2.100 billion  

 

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     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Jonathan P. Eng

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Ellen Lee

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Conor Muldoon

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Steven Nguyen

     0      $ 0        0      $ 0        9      $ 2.100 billion  

Alessandro Valentini

     0      $ 0        0      $ 0        9      $ 2.100 billion  

CONFLICTS OF INTEREST. The portfolio managers who manage the portion of The International Equity Portfolio and The Institutional International Equity Portfolio allocated to Causeway (“Causeway Portfolios”) also provide investment management services to other accounts, including accounts for corporations, pension plans, sovereign wealth funds, superannuation plans, public retirement plans, Taft-Hartley pension plans, endowments and foundations, mutual funds, charities, private trusts and funds, wrap fee programs, other institutions and their personal accounts (collectively, “Other Accounts”). In managing the Other Accounts, the portfolio managers employ investment strategies similar to that used in managing the Causeway Portfolios, subject to certain variations in investment restrictions, and also manage a portion of Causeway Global Absolute Return Fund, which takes short positions in global securities using swap agreements. The portfolio managers purchase and sell securities for the Causeway Portfolios that they may also recommend to Other Accounts. The portfolio managers at times give advice or take action with respect to certain accounts that differs from the advice given other accounts with similar investment strategies. Certain of the Other Accounts pay higher management fee rates than the Causeway Portfolios or pay performance-based fees to Causeway. Almost all of the portfolio managers have personal investments in one or more mutual funds managed and sponsored by Causeway. Ms. Ketterer and Mr. Hartford each holds (through estate planning vehicles) a controlling voting interest in the equity of Causeway’s holding company and Messrs. Doyle, Eng, Muldoon, Valentini and Nguyen and Ms. Lee (directly or through estate planning vehicles) have minority interests in the equity of Causeway’s holding company.

Actual or potential conflicts of interest arise from the portfolio managers’ management responsibilities with respect to Other Accounts. These responsibilities may cause portfolio managers to devote unequal time and attention across client accounts and the differing fees, incentives and relationships with the various accounts provide incentives to favor certain accounts. Causeway has written compliance policies and procedures designed to mitigate or manage these conflicts of interest. These include policies and procedures to seek fair and equitable allocation of investment opportunities (including IPOs and new issues) and trade allocations among all client accounts and policies and procedures concerning the disclosure and use of portfolio transaction information. Causeway has a policy that it will not enter into a short position in a security on behalf of Causeway Global Absolute Return Fund or any other client account if, at the time of entering into the short position, any other client account managed by Causeway holds a long position in a security of the issuer. Causeway also has a Code of Ethics which, among other things, limits personal trading by portfolio managers and other employees of Causeway. There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises.

COMPENSATION. Ms. Ketterer and Mr. Hartford, the chief executive officer and president of Causeway, respectively, receive annual salaries and are entitled, as controlling owners of Causeway’s parent company, to distributions of Causeway’s profit based on their ownership interests in Causeway’s parent company. They do not receive incentive compensation. Messrs. Doyle, Eng, Muldoon, Valentini and Nguyen and Ms. Lee receive salaries and may receive incentive compensation (including potential cash awards of growth units, or awards of equity units). Portfolio managers also receive, directly or through estate planning vehicles, distributions of Causeway’s profit based on their minority ownership interests in Causeway’s parent company. Causeway’s Compensation Committee weighing a variety of objective and subjective factors determines salary and incentive compensation and, subject to the approval of the holding company’s Board of Managers, may award equity units. Portfolios are team-managed and salary and incentive compensation are not based on the specific performance of the Causeway Portfolios or any single client account managed by Causeway but take into account the performance of the individual portfolio manager, the relevant team and Causeway’s overall performance and financial results. For portfolio managers of the Causeway Portfolios, the performance of stocks selected for client portfolios within a particular industry or sector over a multi-year period relative to appropriate benchmarks will be relevant for portfolio managers assigned to that industry or sector. Causeway takes into account both quantitative and qualitative factors in determining the amount of incentive compensation awarded, including the following factors: individual research contribution, portfolio and team management contribution, group research contribution, client service and recruiting contribution, and other contributions to client satisfaction and firm development.

OWNERSHIP OF SECURITIES. None of the portfolio managers beneficially owns equity securities in The International Equity Portfolio or The Institutional International Equity Portfolio.

 

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City of London Investment Management Company Limited (“CLIM”) CLIM serves as a Specialist Manager for The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio. Day-to-day portfolio management of those assets of the International Equity and Institutional International Equity Portfolios allocated to CLIM will be the responsibility of a team led by Michael Edmonds. Day-to-day portfolio management of those assets of The Emerging Markets Portfolio allocated to CLIM will be the responsibility of a team led by Mark Dwyer. Day-to-day portfolio management of those assets of The Fixed Income Opportunity Portfolio, The Intermediate Term Municipal Bond Portfolio and The Intermediate Term Municipal Bond II Portfolio allocated to CLIM will be the responsibility of a team led by James Millward. For each portfolio, the lead portfolio manager has ultimate responsibility for constructing and managing the portfolio. However, the decision making process is developed as a team, and decisions are generally reached via consensus within the applicable investment team. Each also provides portfolio management for certain other pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED — TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

James Millward

     0      $ 0        4      $ 658 million        8      $ 214 million  

Michael Edmonds

     0      $ 0        4      $ 658 million        8      $ 214 million  

Michael Sugrue

     0      $ 0        4      $ 658 million        8      $ 214 million  

Mark Dwyer

     0      $ 0        12      $ 2,533 million        13      $ 1,723 million  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER
ACCOUNTS
 

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

James Millward

     0      $ 0        0      $ 0        0      $ 0  

Michael Edmonds

     0      $ 0        0      $ 0        0      $ 0  

Michael Sugrue

     0      $ 0        0      $ 0        0      $ 0  

Mark Dwyer

     0      $ 0        0      $ 0        0      $ 0  

CONFLICTS OF INTEREST. The investment management team at CLIM may manage multiple accounts for multiple clients. These accounts may include mutual funds, segregated accounts, non-US collective investment schemes and private funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. CLIM manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by directors, compliance, and independent third parties. CLIM has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

COMPENSATION. CLIM’s compensation and incentive policy for all employees is linked to individual performance, which is determined via an appraisal process. The formal process of performance review takes place annually. At the senior level, CLIM’s Remuneration Committee, which is made up of independent non-executive Directors, considers performance. They consider for their review information gathered via departmental managers and filtered through the Executive Directors, as well as external data which provides an understanding of current salaries and overall compensation packages within the market place. The Board makes recommendations on relevant aspects of compensation, which are passed to the Remuneration Committee for consideration and approval. All intermediate and junior level staff is appraised directly by their line managers, who make salary recommendations for approval by the Executive Directors.

Fort Washington Investment Advisors, Inc. (“Fort Washington”) Fort Washington serves as a Specialist Manager for The Fixed Income Opportunity Portfolio. Timothy Jossart and Garrick Bauer are responsible for making day-to-day investment decisions for the portion of the Portfolio allocated to Fort Washington. Messrs. Jossart and Bauer also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

 

80


OTHER ACCOUNTS MANAGED — TOTAL*

As of June 30, 2019

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Garrick Bauer

     1      $ 203.0 million        2      $ 607.0 million        18      $ 1,553.4 million  

Timothy Jossart

     1      $ 203.0 million        2      $ 607.0 million        17      $ 1,481.8 million  

 

*

None of these accounts have an advisory fee based on performance.

CONFLICTS OF INTEREST. Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Portfolios). This would include devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad array of accounts and incentive to allocate opportunities to an account where the portfolio manager has a greater financial incentive, such as allocation opportunities for performance based accounts. Fort Washington has adopted policies and procedures to address such conflicts.

COMPENSATION. All of Fort Washington’s portfolio managers receive a fixed base salary and annual performance bonuses. Bonuses are based primarily on the overall performance of Fort Washington as well as the pre-tax performance (relative to the appropriate benchmark) of their respective asset category over a one-year and a three-year time horizon. Secondarily, portfolio managers are also assessed on their ability to retain clients and attract new clients. Additionally, a long-term retention plan was instituted in 2000, whereby certain investment professionals are periodically granted participation units with a 7-year cliff vesting schedule. The structure includes long-term vesting provisions. The percentage of compensation allocated to performance bonuses, asset-increase incentives and long-term incentive compensation is determined annually by the firm’s President and approved by the Board of Directors.

Fort Washington’s parent company also provides all personnel a defined benefit retirement plan, which provides a lifetime annuity upon retirement that is based on a percentage of final average pay and years of service under the plan.

Associates are also eligible to participate in a 401(k) plan. The 401(k) company match is 50% of the first 4% of earnings saved. In years when the parent company exceeds its business goals, the company may increase its match to as much as 50% of the first 6% saved.

Frontier Capital Management Company, LLC (“Frontier”) Frontier serves as a Specialist Manager for The Small Capitalization—Mid Capitalization Equity Portfolio and The Institutional Small Capitalization—Mid Capitalization Equity Portfolio. Affiliated Managers Group, Inc. has a controlling interest in Frontier. Michael A. Cavarretta , Andrew B. Bennett and Peter G. Kuechle are responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Frontier. Messrs. Cavarretta, Bennett and Kuechle also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

 

81


OTHER ACCOUNTS MANAGED — TOTAL*

As of June 30, 2019

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT
VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Michael A. Cavarretta, CFA

     1      $ 180 million        1      $ 169 million        24      $ 1.69 billion  

Andrew B. Bennett, CFA

     1      $ 180 million        1      $ 169 million        24      $ 1.69 billion  

Peter G. Kuechle

     1      $ 180 million        1      $ 169 million        24      $ 1.69 billion  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST. In connection with its management of clients’ accounts, Frontier is subject to a number of actual or apparent conflicts of interest. These conflicts may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that have a different advisory fee arrangement (including any accounts that pay performance-based fees) or accounts in which the portfolio manager has a personal investment. In addition, conflicts may arise relating to the allocation of investments among accounts with similar investment objectives but managed by different portfolio managers.

Frontier’s portfolio managers typically manage multiple accounts. Generally, however, accounts within a particular investment strategy (e.g., Capital Appreciation) with similar objectives are managed similarly. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in the same strategy with similar objectives, which tend to minimize the potential for conflicts of interest.

Frontier has adopted trade allocation and aggregation policies that seek to treat all clients fairly and equitably. These policies address the allocation of limited investment opportunities, such as IPOs, and the allocation of transactions and aggregations of orders across multiple accounts. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firm’s Code of Ethics.

COMPENSATION. Frontier’s portfolio manager compensation structure is designed to align the interest of portfolio managers with those of the shareholders whose assets they manage. Frontier’s portfolio manager compensation program consists of a base salary, annual bonus, and participation in company-funded retirement plans. In addition, all of Frontier’s portfolio managers are partners at Frontier, which entitles them to share in the firm’s profits and the long-term growth of the firm. The annual bonus is variable and based partially or primarily upon management-fee revenues generated from client accounts.

HC Capital Solutions (“HC Capital”) may at times directly manage a portion of a Portfolio’s investments in ETFs, index futures and forwards designed to obtain broad market exposure. HC Capital is a separate operating division of Hirtle Callaghan & Co., LLC. Mr. Brad Conger, CFA, Mr. Mark Hamilton and Mr. Scott Jacobson, CFA act as the portfolio managers for each Portfolio. Mr. Conger, Mr. Hamilton and Mr. Jacobson each also provides oversight of the Specialist Managers providing day-to-day portfolio management for certain other pooled investment vehicles and separately managed accounts, but does not directly provide such day-to-day services to any other accounts or portfolios.

CONFLICTS OF INTEREST. While there are certain conflicts of interest inherent in directly managing one portfolio while providing oversight services to multiple other portfolios, as discussed above, HC Capital believes that the limited nature of the role of managing a Portfolio’s investments in ETFs, index futures and forwards, combined with the policies and procedures adopted by HC Capital, minimizes the potential impact of any such conflicts.

COMPENSATION. Mr. Conger, Mr. Hamilton and Mr. Jacobson each receives a base salary and an annual bonus, which is at the discretion of the Adviser and is not directly linked to the performance of any one or more accounts.

Jennison Associates LLC (“Jennison”) Jennison serves as a Specialist Manager for The Growth Equity Portfolio and The Institutional Growth Equity Portfolio. Jennison is organized under the laws of Delaware as a single member limited liability company whose sole member is PGIM, Inc., which is a direct, wholly-owned subsidiary of PGIM Holding Company LLC , which is a direct, wholly-owned subsidiary of Prudential Financial, Inc. Kathleen A. McCarragher, Blair Boyer, Rebecca Irwin and Natasha Kuhlkin, CFA, are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Jennison. Each portfolio manager also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

 

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OTHER ACCOUNTS MANAGED — TOTAL

THE GROWTH EQUITY PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS*  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Kathleen A. McCarragher

     21      $ 58.5 billion        3      $ 2.5 billion        8      $ 1.1 billion  

Blair Boyer

     17      $ 56.5 billion        2      $ 1.8 billion        34      $ 7.8 billion  

Rebecca Irwin

     15      $ 18.1 billion        1      $ 1.7 billion        10      $ 1.3 billion  

Natasha Kuhlkin, CFA

     16      $ 48.7 billion        5      $ 2.6 billion        18      $ 1.6 billion  

 

*

Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS *  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Kathleen A. McCarragher

     1      $ 6.8 billion        0      $ 0        0      $ 0  

Blair Boyer

     1      $ 6.8 billion        0      $ 0        0      $ 0  

Rebecca Irwin

     0      $ 0        0      $ 0        0      $ 0  

Natasha Kuhlkin, CFA

     0      $ 0        0      $ 0        0      $ 0  

 

*

Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT
VEHICLES
     OTHER ACCOUNTS*  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Kathleen A. McCarragher

     21      $ 58.4 billion        3      $ 2.5 billion        8      $ 1.1 billion  

Blair Boyer

     17      $ 56.4 billion        2      $ 1.8 billion        34      $ 7.8 billion  

Rebecca Irwin

     15      $ 18.0 billion        1      $ 1.7 billion        10      $ 1.3 billion  

Natasha Kuhlkin, CFA

     16      $ 48.6 billion        5      $ 2.6 billion        18      $ 1.6 billion  

 

*

Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

 

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OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT
VEHICLES
     OTHER
ACCOUNTS*
 

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Kathleen A. McCarragher

     1      $ 6.8 billion        0      $ 0        0      $ 0  

Blair Boyer

     1      $ 6.8 billion        0      $ 0        0      $ 0  

Rebecca Irwin

     0      $ 0        0      $ 0        0      $ 0  

Natasha Kuhlkin, CFA

     0      $ 0        0      $ 0        0      $ 0  

 

*

Other Accounts excludes the assets and number of accounts in wrap fee programs that are managed using model portfolios.

POTENTIAL CONFLICTS OF INTEREST. Jennison manages accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management can create an incentive for Jennison and its investment professionals to favor one account over another. Specifically, Jennison has the incentive to favor accounts for which it receives performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase its fees.

Other types of side-by-side management of multiple accounts can also create incentives for Jennison to favor one account over another. Examples are detailed below, followed by a discussion of how Jennison addresses these conflicts.

 

   

Long only accounts/long-short accounts:

Jennison manages accounts in strategies that only hold long securities positions as well as accounts in strategies that are permitted to sell securities short. Jennison may hold a long position in a security in some client accounts while selling the same security short in other client accounts. For example, Jennison permits quantitatively hedged strategies to short securities that are held long in other strategies. Additionally, Jennison permits securities that are held long in quantitatively derived strategies to be shorted by other strategies. The strategies that sell a security short held long by another strategy could lower the price for the security held long. Similarly, if a strategy is purchasing a security that is held short in other strategies, the strategies purchasing the security could increase the price of the security held short.

 

   

Large accounts:

Large accounts typically generate more revenue than do smaller accounts. As a result, a portfolio manager has an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for Jennison.

 

   

Multiple strategies:

Jennison may buy or sell, or may direct or recommend that one client buy or sell, securities of the same kind or class that are purchased or sold for another client, at prices that may be different. Jennison may also, at any time, execute trades of securities of the same kind or class in one direction for an account and in the opposite direction for another account, due to differences in investment strategy or client direction. Different strategies effecting trading in the same securities or types of securities may appear as inconsistencies in Jennison’s management of multiple accounts side-by-side.

 

   

Investments at different levels of an issuer’s capital structure:

To the extent different clients invest across multiple strategies or asset classes, Jennison may invest client assets in the same issuer, but at different levels in the capital structure. Interests in these positions could be inconsistent or in potential or actual conflict with each other.

 

   

Affiliated accounts/unaffiliated accounts and seeded/nonseeded accounts and accounts receiving asset allocation assets from affiliated investment advisers:

Jennison manages accounts for its affiliates and accounts in which it has an interest alongside unaffiliated accounts. Jennison could have an incentive to favor its affiliated accounts over unaffiliated accounts. Additionally, Jennison’s affiliates may provide initial funding or otherwise invest in vehicles managed by Jennison. When an affiliate provides “seed capital” or other capital for a fund or account, it may do so with the intention of redeeming all or part of its interest at a particular future point in time or when it deems that sufficient additional capital has been invested in that fund or account.

 

84


Jennison typically requests seed capital to start a track record for a new strategy or product. Managing “seeded” accounts alongside “non-seeded” accounts can create an incentive to favor the “seeded” accounts to establish a track record for a new strategy or product. Additionally, Jennison’s affiliated investment advisers could allocate their asset allocation clients’ assets to Jennison. Jennison could favor accounts used by its affiliate for their asset allocation clients to receive more assets from the affiliate.

 

   

Non-discretionary accounts or models:

Jennison provides non-discretionary model portfolios to some clients and manages other portfolios on a discretionary basis. Recommendations for some non-discretionary models that are derived from discretionary portfolios are communicated after the discretionary portfolio has traded. The non-discretionary clients could be disadvantaged if Jennison delivers the model investment portfolio to them after Jennison initiates trading for the discretionary clients. Discretionary clients could be disadvantaged if the non-discretionary clients receive their model investment portfolio and start trading before Jennison has started trading for the discretionary clients.

 

   

Higher fee paying accounts or products or strategies:

Jennison receives more revenues from (1) larger accounts or client relationships than smaller accounts or client relationships and from (2) managing discretionary accounts than advising nondiscretionary models and from (3) non-wrap fee accounts than from wrap fee accounts and from (4) charging higher fees for some strategies than others. The differences in revenue that Jennison receives could create an incentive for Jennison to favor the higher fee paying or higher revenue generating account or product or strategy over another.

 

   

Personal interests:

The performance of one or more accounts managed by Jennison’s investment professionals is taken into consideration in determining their compensation. Jennison also manages accounts that are investment options in its employee benefit plans such as its defined contribution plans or deferred compensation arrangements and where its employees may have personally invested alongside other accounts where there is no personal interest. These factors could create an incentive for Jennison to favor the accounts where it has a personal interest over accounts where Jennison does not have a personal interest.

How Jennison Addresses These Conflicts of Interest

The conflicts of interest described above could create incentives for Jennison to favor one or more accounts or types of accounts over others in the allocation of investment opportunities, aggregation and timing of investments. Portfolios in a particular strategy with similar objectives are managed similarly to the extent possible. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in a strategy that have similar objectives, which tends to minimize the potential for conflicts of interest among accounts within a product strategy. While these accounts have many similarities, the investment performance of each account will be different primarily due to differences in guidelines, individual portfolio manager’s decisions, timing of investments, fees, expenses and cash flows.

Additionally, Jennison has developed policies and procedures that seek to address, mitigate and assess these conflicts of interest. Jennison cannot guarantee, however, that its policies and procedures will detect and prevent, or lead to the disclosure of, each and every situation in which a conflict may arise.

 

   

Jennison has adopted trade aggregation and allocation procedures that seek to treat all clients (including affiliated accounts) fairly. These policies and procedures address the allocation of limited investment opportunities, such as initial public offerings (IPOs) and new issues, the allocation of transactions across multiple accounts, and the timing of transactions between its non-wrap accounts and its wrap fee accounts and between wrap fee program sponsors.

 

   

Jennison has policies that limit the ability to short securities in portfolios that primarily rely on its fundamental research and investment processes (fundamental portfolios) if the security is held long in other fundamental portfolios.

 

   

Jennison has adopted procedures to review allocations or performance dispersion between accounts with performance fees and non-performance fee based accounts and to review overlapping long and short positions among long accounts and long-short accounts.

 

   

Jennison has adopted a code of ethics and policies relating to personal trading.

 

   

Jennison has adopted a conflicts of interest policy and procedures.

 

   

Jennison provides disclosure of these and other potential conflicts in its Form ADV.

 

85


COMPENSATION. Jennison seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which include portfolio managers and research analysts, and to align the interests of its investment professionals with those of its clients and overall firm results. Jennison recognizes individuals for their achievements and contributions and continues to promote those who exemplify the same values and level of commitment that are hallmarks of the organization. Investment professionals are compensated with a combination of base salary and discretionary cash bonus. Overall firm profitability determines the size of the investment professional compensation pool. In general, the discretionary cash bonus represents the majority of an investment professional’s compensation.

Jennison sponsors a profit sharing retirement plan for all eligible employees. The contribution to the profit sharing retirement plan for portfolio managers is based on a percentage of the portfolio manager’s total compensation, subject to a maximum determined by applicable law. In addition to eligibility to participate in retirement and welfare plans, senior investment professionals, including portfolio managers and senior research analysts, are eligible to participate in a voluntary deferred compensation program where all or a portion of the discretionary cash bonus can be deferred. Participants in the deferred compensation plan are permitted to allocate the deferred amounts among various options that track the gross-of-fee pre-tax performance of accounts or composites of accounts managed by Jennison.

Investment professionals’ total compensation is determined through a subjective process that evaluates numerous qualitative and quantitative factors. Not all factors are applicable to every investment professional, and there is no particular weighting or formula for considering the factors.

The factors reviewed for the portfolio managers are listed below.

The quantitative factors reviewed for the portfolio managers may include:

 

   

One-, three-, five- year and longer term pre-tax investment performance for groupings of accounts in the same strategy (composite) relative to market conditions, pre-determined passive indices and industry peer group data for the product strategy (e.g., large cap growth, large cap value). Some portfolio managers may manage or contribute ideas to more than one product strategy, and the performance of the other product strategies is also considered in determining the portfolio manager’s overall compensation.

 

   

The investment professional’s contribution to client portfolio’s pre-tax one-, three-, five-year and longer-term performance from the investment professional’s recommended stocks relative to market conditions, the strategy’s passive benchmarks, and the investment professional’s respective coverage universes.

The qualitative factors reviewed for the portfolio manager may include:

 

   

The quality of the portfolio manager’s investment ideas and consistency of the portfolio manager’s judgment;

 

   

Qualitative factors such as teamwork and responsiveness;

 

   

Individual factors such as years of experience and responsibilities specific to the individual’s role such as being a team leader or supervisor are also factored into the determination of an investment professional’s total compensation; and

 

   

Historical and long-term business potential of the product strategies.

Lazard Asset Management LLC (“Lazard”) serves as a Specialist Manager for The Institutional International Equity Portfolio. Below are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Lazard. Messrs. Moghtader, Ivanenko, Lai and Scholl also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

 

86


THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO

OTHER ACCOUNTS MANAGED — TOTAL

[To be updated]

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT
VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Paul Moghtader

     11      $  4,182 million        20      $  1,012 million        40      $  8,514 million  

Taras Ivanenko

     11      $ 4,182 million        20      $ 1,012 million        40      $ 8,514 million  

Alex Lai

     11      $ 4,182 million        20      $ 1,012 million        40      $ 8,514 million  

Craig Scholl

     11      $ 4,182 million        20      $ 1,012 million        40      $ 8,514 million  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT
VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Paul Moghtader

     0      $ 0        0      $ 0        5      $  5,254 million  

Taras Ivanenko

     0      $ 0        0      $ 0        5      $ 5,254 million  

Alex Lai

     0      $ 0        0      $ 0        5      $ 5,254 million  

Craig Scholl

     0      $ 0        0      $ 0        5      $ 5,254 million  

CONFLICTS OF INTEREST. Although the potential for conflicts of interest exists when an investment adviser and portfolio managers manage other accounts that invest in securities in which the Institutional International Equity Portfolio may invest or that may pursue a strategy similar to the Portfolio’s investment strategies implemented by Lazard (collectively, “Similar Accounts”), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Portfolio is not disadvantaged, including procedures regarding trade allocations and “conflicting trades” (e.g., long and short positions in the same or similar securities). In addition, the Portfolio may be subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.

Potential conflicts of interest may arise because of Lazard’s management of the Portfolio and Similar Accounts, including the following:

1. Similar Accounts may have investment objectives, strategies and risks that differ from those of the Portfolio. In addition, the Portfolio is an open-end investment company and “diversified” as defined in the Investment Company Act, subject to different regulations than certain of the Similar Accounts and, consequently, may not be permitted to invest in the same securities, exercise rights to exchange or convert securities or engage in all the investment techniques or transactions, or to invest, exercise or engage to the same degree, as the Similar Accounts. For these or other reasons, the portfolio managers may purchase different securities for the Portfolio and the corresponding Similar Accounts, and the performance of securities purchased for the Portfolio may vary from the performance of securities purchased for Similar Accounts, perhaps materially.

2. Conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities. Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard’s overall allocation of securities in that offering, or to increase Lazard’s ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account.

 

87


3. Portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the Portfolio, that they are managing on behalf of Lazard. Although Lazard does not track each individual portfolio manager’s time dedicated to each account, Lazard periodically reviews each portfolio manager’s overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the Portfolio. As illustrated in the table above, most of the portfolio managers manage a significant number of Similar Accounts in addition to the Portfolio.

4. Generally, Lazard and/or its portfolio managers have investments in Similar Accounts. This could be viewed as creating a potential conflict of interest, since certain of the portfolio managers do not invest in the Portfolio.

5. The table found towards the beginning of this section notes the portfolio managers who manage Similar Accounts with respect to which the advisory fee is based on the performance of the account, which could give the portfolio managers and Lazard an incentive to favor such Similar Accounts over the Portfolio.

6. Portfolio managers may place transactions on behalf of Similar Accounts that are directly or indirectly contrary to investment decisions made for the Portfolio, which could have the potential to adversely impact the Portfolio, depending on market conditions. In addition, if the Portfolio’s investment in an issuer is at a different level of the issuer’s capital structure than an investment in the issuer by Similar Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest between the Portfolio’s and such Similar Accounts’ investments in the issuer. If Lazard sells securities short, including on behalf of a Similar Account, it may be seen as harmful to the performance of the Portfolio to the extent it invests “long” in the same or similar securities whose market values fall as a result of short-selling activities.

7. Investment decisions are made independently from those of the Similar Accounts. If, however, such Similar Accounts desire to invest in, or dispose of, the same securities as the Portfolio, available investments or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Portfolio or the price paid or received by the Portfolio.

8. Under Lazard’s trade allocation procedures applicable to domestic and foreign initial and secondary public offerings and Rule 144A transactions (collectively herein a “Limited Offering”), Lazard will generally allocate Limited Offering shares among client accounts, including the Portfolio, pro rata based upon the aggregate asset size (excluding leverage) of the account. Lazard may also allocate Limited Offering shares on a random basis, as selected electronically, or other basis. It is often difficult for the Adviser to obtain a sufficient number of Limited Offering shares to provide a full allocation to each account. Lazard’s allocation procedures are designed to allocate Limited Offering securities in a fair and equitable manner.

COMPENSATION. Lazard’s portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, invest in securities in which the Portfolio may invest or pursue a strategy similar to a Portfolio’s strategies. Portfolio managers responsible for managing the Portfolio may also manage sub-advised registered investment companies, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred to as “wrap accounts”) and model portfolios.

Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash, stock and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. Various factors are considered in the determination of a portfolio manager’s compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard’s investment philosophy.

 

88


Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member.

Variable bonus is based on the portfolio manager’s quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark, generally as set forth in the Prospectus or other governing document, over the current fiscal year and the longer-term performance of such account, as well as performance of the account relative to peers. The portfolio manager’s bonus also can be influenced by subjective measurement of the manager’s ability to help others make investment decisions. A portion of a portfolio manager’s variable bonus is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded among certain Portfolios, in shares that vest in two to three years. Certain portfolio managers’ bonus compensation may be tied to a fixed percentage of revenue or assets generated by the accounts managed by such portfolio management teams.

Mellon Investments Corporation (formerly BNY Mellon Asset Management North America Corporation) serves as a Specialist Manager for The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Fixed Income Opportunity Portfolio, The Core Fixed Income Portfolio, The U.S. Government Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio, The U.S. Corporate Fixed Income Securities Portfolio and The Intermediate Term Municipal Bond Portfolio. Mellon is an indirect subsidiary of The Bank of New York Mellon Corporation. Below are the portfolio managers responsible for making day-to-day investment decisions for that portion of these Portfolios allocated to Mellon. Ms. Karen Wong, Mr. William Cazalet, Mr. Peter Goslin, Ms. Nancy Rogers, Mr. Paul Benson, Mr. Gregg Lee, Mr. Manuel Hayes and Ms. Stephanie Shu also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Daniel Marques, CFA is responsible for the day-to-day management of the Portfolio. He also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. The assets listed below are managed utilizing a team approach. Certain information about these responsibilities is set forth below.

VALUE EQUITY PORTFOLIO

GROWTH EQUITY PORTFOLIO

INSTITUTIONAL VALUE EQUITY,

INSTITUTIONAL GROWTH EQUITY PORTFOLIO

SMALL CAPITALIZATION—MID CAPITALIZATION EQUITY PORTFOLIO

INSTITUTIONAL SMALL CAPITALIZATION—MID CAPITALIZATION EQUITY PORTFOLIO

REAL ESTATE SECURITIES PORTFOLIO

COMMODITY RETURNS STRATEGY PORTFOLIO

INTERNATIONAL EQUITY PORTFOLIO

INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO

EMERGING MARKETS PORTFOLIO

THE ESG GROWTH PORTFOLIO

 

89


THE CATHOLIC SRI GROWTH PORTFOLIO

OTHER ACCOUNTS MANAGED — TOTAL As of June 30, 2019

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Karen Wong

     127      $  105,184 million        101      $  87,922 million        84      $  91,093 million  

William Cazalet

     56      $ 24,413 million        4      $ 8,930 million        150      $ 15,449 million  

Peter Goslin

     56      $ 24,413 million        4      $ 8,930 million        150      $ 15,449 million  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Karen Wong

     0      $ 0        0      $ 0        0      $ 0  

William Cazalet

     0      $ 0        0      $ 0        5      $  626 million  

Peter Goslin

     0      $ 0        0      $ 0        5      $ 626 million  

THE CORE FIXED INCOME PORTFOLIO

THE U.S. CORPORATE FIXED INCOME SECURITIES PORTFOLIO

THE US GOVERNMENT FIXED INCOME SECURITIES PORTFOLIO

THE US MORTGAGE/ASSET BACKED FIXED INCOME SECURITIES PORTFOLIO

THE FIXED INCOME OPPORTUNITY PORTFOLIO

THE INFLATION PROTECTED SECURITIES PORTFOLIO (Benson, Rogers and Shu only)

OTHER ACCOUNTS MANAGED — TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Paul Benson

     52      $  25,503 million        36      $  27,307 million        1,602      $ 82,307 million  

Nancy Rogers

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

Gregg Lee

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

Manuel Hayes

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

Stephanie Shu

     52      $ 25,503 million        36      $ 27,307 million        1,602      $ 82,307 million  

 

90


OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Paul Benson

     0      $ 0        0      $ 0        1      $  383 million  

Nancy Rogers

     0      $ 0        0      $ 0        1      $ 383 million  

Gregg Lee

     0      $ 0        0      $ 0        1      $ 383 million  

Manuel Hayes

     0      $ 0        0      $ 0        1      $ 383 million  

Stephanie Shu

     0      $ 0        0      $ 0        1      $ 383 million  

OTHER ACCOUNTS MANAGED* — TOTAL As of June 30, 2019

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Daniel Marques

     3      $  1.0 billion        0      $ 0        260      $  2.4 billion  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST-Mellon.

It is the policy of Mellon Investments Corporation (the “Firm”) to make business decisions free from conflicting outside influences. The Firm’s objective is to recognize potential conflicts of interest and work to eliminate or control and disclose such conflicts as they are identified. The Firm’s business decisions are based on its duty to its clients, and not driven by any personal interest or gain. As an asset manager operating in a number of different jurisdictions with a diverse client base in a variety of strategies, conflicts of interest are inherent. Furthermore, as an indirect subsidiary of The Bank of NewYork Mellon Corporation (“BNYM”), potential conflicts may also arise between the Firm and other BNYM companies.

The Firm will take steps to provide reasonable assurance that no client or group of clients is advantaged at the expense of any other client. As such, the Firm has adopted a Code of Ethics (the “Code”) and compliance policy manual to address such conflicts. These potential and inherent conflicts include but are not limited to: the allocation of investment opportunities, side by side management, execution of portfolio transactions, brokerage conflicts, compensation conflicts, related party arrangements, personal interests, and other investment and operational conflicts of interest. Our compliance policies are designed to ensure that all client accounts are treated equitably over time. Additionally, the Firm has structured compensation of investment personnel to reasonably safeguard client accounts from being adversely impacted by any potential or related conflicts.

All material conflicts of interest are presented in greater detail within Part 2A of our Form ADV.

 

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COMPENSATION-Mellon.

The firm’s rewards program is designed to be market-competitive and align our compensation with the goals of our clients. This alignment is achieved through an emphasis on deferred awards, which incentivizes our investment personnel to focus on long-term alpha generation.

Our incentive model is designed to compensate for quantitative and qualitative objectives achieved during the performance year. An individual’s final annual incentive award is tied to the firm’s overall performance, the team’s investment performance, as well as individual performance.

Awards are paid in cash on an annual basis; however, some portfolio managers may receive a portion of their annual incentive award in deferred vehicles. Annual incentive as a percentage of fixed pay varies with the profitability of the firm and the product team.

The following factors encompass our investment professional rewards program.

 

   

Base salary

 

   

Annual cash incentive

 

   

Long-Term Incentive Plan

 

   

Deferred cash for investment

 

   

BNY Mellon restricted stock units and/or

 

   

Mellon Investments Corporation equity

Awards for selected senior portfolio managers are based on a two-stage model: an opportunity range based on the current level of business and an assessment of long-term business value. A significant portion of the opportunity awarded is structured and based upon the performance of the portfolio manager’s accounts relative to the performance of appropriate peers, with longer-term performance more heavily weighted.

Pacific Investment Management Company LLC (“PIMCO”) PIMCO serves as a Specialist Manager for The Institutional Value Equity Portfolio, The Institutional Growth Equity and The Commodity Returns Strategy Portfolios. The address of PIMCO’s U.S. headquarters is at 650 Newport Center Drive, Newport Beach, CA 92660. PIMCO is a majority owned subsidiary of Allianz Asset Management with minority interests held by certain of its current and former officers, by Allianz Asset Management of America LLC, and by PIMCO Partners, LLC, a California limited liability company. Through various holding company structures, Allianz Asset Management is majority owned by Allianz SE. PIMCO supervises trading execution services of the Sub-adviser Parametric in implementing the RAFI US Multifactor Strategy for The Institutional Value Equity Portfolio and The Institutional Growth Equity. Since there are no direct portfolio management services, there is no PIMCO portfolio manager disclosed for the RAFI US Multifactor Strategy below.

THE INSTITUTIONAL VALUE EQUITY PORTFOLIO

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

Mohsen Fahmi is primarily responsible for the day-to-day management of the assets of the Portfolios. Mr. Fahmi also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED — TOTAL (As of June 30, 2019)

THE INSTITUTIONAL VALUE EQUITY PORTFOLIO

The table below represents the assets and accounts where Mohsen Fahmi serves as a primary portfolio manager. Mr. Fahmi has additional responsibilities in managing portfolios besides those where he serves as a primary portfolio manager.

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mohsen Fahmi

     16      $ 9.416 billion        7      $ 4.381 billion        19      $ 6.759 billion  

 

92


OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mohsen Fahmi

     0      $ 0        0      $ 0        0      $ 0  

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

The table below represents the assets and accounts where Mohsen Fahmi serves as a primary portfolio manager. Mr. Fahmi has additional responsibilities in managing portfolios besides those where he serves as a primary portfolio manager.

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mohsen Fahmi

     16      $ 9.416 billion        7      $ 4.381 billion        19      $ 6.759 billion  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Mohsen Fahmi

     0      $ 0        0      $ 0        0      $ 0  

THE COMMODITY RETURNS STRATEGY PORTFOLIO

Nicholas Johnson is primarily responsible for the day-to-day management of the assets of the Portfolio. Mr. Johnson also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED — TOTAL

The table below represents the assets and accounts where Nicholas Johnson serves as primary portfolio manager.

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Nicholas Johnson

     1      $ 1.766 billion        6      $ 1.151 billion        9      $ 1.218 billion  

 

93


OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Nicholas Johnson

     0      $ 0        0      $ 0        0      $ 0  

CONFLICTS OF INTEREST. From time to time, potential and actual conflicts of interest may arise between a portfolio manager’s management of the investments of a Portfolio, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest may also arise as a result of PIMCO’s other business activities and PIMCO’s possession of material non-public information about an issuer. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Portfolios, track the same index a Portfolio tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Portfolios. The other accounts might also have different investment objectives or strategies than the Portfolios. Potential and actual conflicts of interest may also arise as a result of PIMCO serving as investment adviser to accounts that invest in the Portfolios. In this case, such conflicts of interest could in theory give rise to incentives for PIMCO to, among other things, vote proxies or redeem shares of a Portfolio in a manner beneficial to the investing account but detrimental to the Portfolio. Conversely, PIMCO’s duties to the Portfolios, as well as regulatory or other limitations applicable to the Portfolios, may affect the courses of action available to PIMCO-advised accounts (including certain Portfolios) that invest in the Portfolios in a manner that is detrimental to such investing accounts.

Because PIMCO is affiliated with Allianz, a large multi-national financial institution, conflicts similar to those described below may occur between the Portfolios or other accounts managed by PIMCO and PIMCO’s affiliates or accounts managed by those affiliates. Those affiliates (or their clients), which generally operate autonomously from PIMCO, may take actions that are adverse to the Portfolios or other accounts managed by PIMCO. In many cases, PIMCO will not be in a position to mitigate those actions or address those conflicts, which could adversely affect the performance of the Portfolios or other accounts managed by PIMCO.

Knowledge and Timing of Portfolio Trades. A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of the Portfolios. Because of their positions with the Portfolios, the portfolio managers know the size, timing and possible market impact of the Portfolios’ trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Portfolios.

Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Portfolios and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Portfolios and the other accounts to participate fully. In addition, regulatory issues applicable to PIMCO or one or more Portfolios or other accounts may result in certain Portfolios not receiving securities that may otherwise be appropriate for them. Similarly, there may be limited opportunity to sell an investment held by a Portfolio and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Under PIMCO’s allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO’s investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Portfolios and certain pooled investment vehicles, including investment opportunity allocation issues.

Conflicts potentially limiting the Portfolios’ investment opportunities may also arise when the Portfolios and other PIMCO clients invest in different parts of an issuer’s capital structure, such as when the Portfolios own senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other PIMCO clients or PIMCO may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Portfolios’ investment opportunities. Additionally, if PIMCO acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for a Portfolio. Moreover, a Portfolio or other account managed by PIMCO may invest in a transaction in which one or more other portfolios or accounts managed by PIMCO are expected to participate, or already have made or will seek to make, an investment. Such portfolios or accounts may have conflicting interests and objectives in connection with such investments, including, for example and without limitation, with respect to views on the operations or activities of the issuer involved, the targeted returns from the investment, and the timeframe for, and method of, exiting the investment. When making investment decisions where a conflict of interest may arise, PIMCO will endeavor to act in a fair and equitable manner as between the Portfolios and other clients; however, in certain instances the resolution of the conflict may result in PIMCO acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of a Portfolio.

 

94


Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to the Portfolios. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Portfolios and such other accounts on a fair and equitable basis over time.

COMPENSATION.

PIMCO’s approach to compensation seeks to provide professionals with a Total Compensation Plan and process that is driven by PIMCO’s mission and values. Key Principles on Compensation Philosophy include:

 

   

PIMCO’s pay practices are designed to attract and retain high performers;

 

   

PIMCO’s pay philosophy embraces a corporate culture of rewarding strong performance, a strong work ethic, and meritocracy;

 

   

PIMCO’s goal is to ensure key professionals are aligned to PIMCO’s long-term success through equity participation; and

 

   

PIMCO’s “Discern and Differentiate” discipline guides total compensation levels.

The Total Compensation Plan consists of three components. The compensation program for portfolio managers is designed to align with clients’ interests, emphasizing each portfolio manager’s ability to generate long-term investment success for PIMCO’s clients. A portfolio manager’s compensation is not based solely on the performance of any Fund or any other account managed by that portfolio manager:

Base Salary— Base salary is determined based on core job responsibilities, positions/levels and market factors. Base salary levels are reviewed annually, when there is a significant change in job responsibilities or position, or a significant change in market levels.

Performance Bonus—Performance bonuses are designed to reward risk-adjusted performance and contributions to PIMCO’s broader investment process. The compensation process is not formulaic and the following non-exhaustive list of qualitative and quantitative criteria are considered when determining the total compensation for portfolio managers:

 

   

Performance measured over a variety of longer- and shorter-term periods, including 5-year, 4-year, 3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax total and risk-adjusted investment performance as judged against the applicable benchmarks (which may include internal investment performance-related benchmarks) for each account managed by a portfolio manager (including the Funds) and relative to applicable industry peer groups; greatest emphasis is placed on 5-year and 3-year performance, followed by 1-year performance;

 

   

Consistency of investment performance across portfolios of similar mandate and guidelines, rewarding low dispersion and consistency of outperformance;

 

   

Appropriate risk positioning and risk management mindset which includes consistency with PIMCO’s investment philosophy, the Investment Committee’s positioning guidance, absence of defaults, and appropriate alignment with client objectives;

 

   

Contributions to mentoring, coaching and/or supervising members of team;

 

   

Collaboration, idea generation, and contribution of investment ideas in the context of PIMCO’s investment process, Investment Committee meetings, and day-to-day management of portfolios;

 

   

With much lesser importance than the aforementioned factors: amount and nature of assets managed by the portfolio manager, contributions to asset retention, and client satisfaction.

PIMCO’s partnership culture further rewards strong long term risk adjusted returns with promotion decisions almost entirely tied to long term contributions to the investment process. 10-year performance can also be considered, though not explicitly as part of the compensation process.

Deferred Compensation—Long Term Incentive Plan (“LTIP”) and/or M Options which is awarded to key professionals. Employees who reach a total compensation threshold are delivered their annual compensation in a mix of cash and/or deferred compensation. PIMCO incorporates a progressive allocation of deferred compensation as a percentage of total compensation, which is in line with market practices.

 

   

The LTIP provides participants with deferred cash awards that appreciate or depreciate based on PIMCO’s operating earnings over a rolling three-year period. The plan provides a link between longer term company performance and participant pay, further motivating participants to make a long term commitment to PIMCO’s success.

 

95


   

The M Unit program provides mid-to-senior level employees with the potential to acquire an equity stake in PIMCO over their careers and to better align employee incentives with the Firm’s long-term results. In the program, options are awarded and vest over a number of years and may convert into PIMCO equity which shares in the profit distributions of the Firm. M Units are non-voting common equity of PIMCO and provide a mechanism for individuals to build a significant equity stake in PIMCO over time.

 

   

The Carried Interest Compensation Plan awards entitle eligible individuals who provide services to PIMCO’s Alternative Funds a percentage (“points”) of the carried interest otherwise payable to PIMCO in the event that the applicable performance measurements described in the Alternative Fund’s partnership agreements are achieved. The awards are granted before any payments are made in respect of the awards and payout is contingent on long-term performance, and are intended to align the interests of the employees with that of PIMCO and the investors in the Alternative Funds. While subject to forfeiture and vesting terms, payments to participants are generally made if and when the applicable carried interest payments are made to PIMCO.

Eligibility to participate in LTIP, the M Unit program, and the Carried Interest Compensation Plan is contingent upon continued employment at PIMCO and all other applicable eligibility requirements.

Profit Sharing Plan. Portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCO’s net profits. Portfolio managers who are Managing Directors receive an amount determined by the Compensation Committee, based upon an individual’s overall contribution to the firm.

PORTFOLIO MANAGER OWNERSHIP: To the best of our knowledge, based on the information available for the time period ending June 30, 2019, the portfolio managers of the Commodity Returns Strategy Portfolio, the Institutional Value Equity Portfolio and the Institutional Growth Equity Portfolio did not own any shares of those Portfolios.

Parametric Portfolio Associates LLC (“Parametric”.) Parametric serves as a Specialist Manager to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization—Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio, The Catholic SRI Growth Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio and The Fixed Income Opportunity Portfolio (the “Portfolios”). Listed below are the portfolio managers responsible for making day-to-day investment decisions for that portion of the Portfolios allocated to Parametric. Messrs. Strohmaier, Li and Zaslavsky are portfolio managers for the Defensive Equity Strategy with respect to The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio and The Institutional Growth Equity Portfolio and provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Messrs. Henne, Talmo and Nelson are portfolio managers for the Liquidity Strategy with respect to the Portfolios and provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Messrs. Lee, Henne, Talmo and Nelson are portfolio managers for the Targeted Strategy with respect to the Portfolios and provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Mr. Seto is the portfolio manager for (i) the Tax-Managed Custom Core Strategy with respect to The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, and The Emerging Markets Portfolio and (ii) the RAFI US Multifactor Strategy with respect to The Institutional Value Equity Portfolio and The Institutional Growth Equity Portfolio pursuant to a Sub-adviser agreement with PIMCO. Mr. Seto also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts.

DEFENSIVE EQUITY STRATEGY: OTHER ACCOUNTS MANAGED — TOTAL*

 

     REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Jay Strohmaier, CFA

     3      $ 911.57 million        4      $ 7.65 billion        42      $ 5.59 billion  

Perry Li, CFA

     2      $ 327.35 million        4      $ 7.65 billion        42      $ 5.59 billion  

Michael Zaslavsky

     2      $ 327.35 million        4      $ 7.65 billion        42      $ 5.59 billion  

 

*

None of these accounts has an advisory fee based on performance.

Note: Parametric utilizes a team-based approach to portfolio management, and each of the portfolio managers listed are jointly and primarily responsible for the management of a portion of the accounts listed in each category.

 

96


LIQUIDITY STRATEGY: OTHER ACCOUNTS MANAGED — TOTAL*

 

     REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Justin Henne, CFA

     23      $ 709.31 million        0      $ 0        384      $ 35.58 billion  

Clint Talmo, CFA

     0      $ 0        0      $ 0        172      $ 11.24 billion  

Jason Nelson, CFA

     0      $ 0        0      $ 0        172      $ 11.24 billion  

 

*

None of these accounts has an advisory fee based on performance.

Note: Parametric utilizes a team-based approach to portfolio management, and each of the portfolio managers listed are jointly and primarily responsible for the management of a portion of the accounts listed in each category.

TARGETED STRATEGY:

OTHER ACCOUNTS MANAGED — TOTAL

 

     REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Tom Lee, CFA

     3      $ 862.66 million        6      $ 7.86 billion        798      $ 32.20 billion  

Justin Henne, CFA

     23      $ 709.31 million        0      $ 0        384      $ 35.58 billion  

Clint Talmo, CFA

     0      $ 0        0      $ 0        172      $ 11.24 billion  

Jason Nelson, CFA

     0      $ 0        0      $ 0        172      $ 11.24 billion  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Tom Lee, CFA

     0      $ 0        0      $ 0        6      $ 981.71 million  

Justin Henne, CFA

     0      $ 0        0      $ 0        0      $ 0  

Clint Talmo, CFA

     0      $ 0        0      $ 0        0      $ 0  

Jason Nelson, CFA

     0      $ 0        0      $ 0        0      $ 0  

 

Note:

Parametric utilizes a team-based approach to portfolio management, and each of the portfolio managers listed are jointly and primarily responsible for the management of a portion of the accounts listed in each category.

 

97


TAX-MANAGED CUSTOM CORE STRATEGY:

OTHER ACCOUNTS MANAGED — TOTAL*

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Thomas Seto

     39      $ 26.74 billion        16      $ 3.17 billion        37,211      $ 111.40 billion  

 

*

None of these accounts has an advisory fee based on performance.

RAFI US MULTIFACTOR STRATEGY:

ACCOUNTS MANAGED — TOTAL*

 

     REGISTERED
INVESTMENT
COMPANIES
     POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Thomas Seto

     39      $ 26.74 billion        16      $ 3.17 billion        37,211      $ 111.40 billion  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST. Parametric has a fiduciary obligation to act at all times in the best interests of its clients. It is the responsibility of Parametric’s senior management in conjunction with Compliance to ensure the protection of client assets. Several Parametric policies and procedures are designed to identify real and potential conflicts of interest, and further manage these conflicts of interest. Conflicts of interest may arise when Parametric places its own interests or the interests of its affiliates ahead of its clients’ interests, or when Parametric places the interests of certain clients ahead of other clients’ interests. Parametric regularly monitors and evaluates the nature of its business and other key relationships, including its affiliate relationships, in order to prevent material conflicts with its clients.

Conflicts of interest may arise for individual employees as well. To identify and assess potential conflicts of interest, all employees are required to disclose all external and internal potential conflicts of interest including, but not limited to, outside business activities, related persons employed in the securities industry, board membership, and any key relationships with public companies.

Parametric anticipates that, in appropriate circumstances and consistent with the client’s investment objectives, it will cause accounts over which Parametric has management authority to recommend the purchase or sale of securities in which Parametric and/or its other clients, directly or indirectly, have a position or interest. From time to time, Parametric or its affiliates may also recommend to investment advisory clients or prospective clients the purchase or sale of mutual funds in which Parametric receives a sub-advisory fee. Subject to satisfying Parametric’s Code of Ethics policy and applicable laws, officers, directors and employees of Parametric may trade for their own accounts in securities that are recommended to and/or purchased for their clients.

Parametric’s Code of Ethics is designed to reasonably address conflicts of interest between Parametric and its clients and to ensure that the activities, interests and relationships of employees will not interfere with making decisions in the best interest of advisory clients. Compliance monitors employee trading to reasonably ensure that employees have complied with the restrictions outlined in the Code of Ethics, and to verify that employees are not taking advantage of their inside position.

COMPENSATION. Parametric believes that its compensation packages, which are described below, are adequate to attract and retain high-caliber professional employees. Please note that compensation for investment professionals is not based directly on Fund performance or the assets in the Fund, but rather on the overall performance of responsibilities. In this way, the interests of portfolio

 

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managers are aligned with the interests of Fund shareholders without providing incentive to take undue or insufficient investment risk. It also removes a potential motivation for fraud. Violations of Parametric’s policies would be a contributing factor when evaluating an employee’s discretionary bonus.

Compensation Structure

Compensation of investment professionals at Parametric has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual equity-based compensation for eligible employees.

Parametric investment professionals also receive certain retirement, insurance and other benefits that are broadly available to Parametric employees. Compensation of Parametric professionals is reviewed on an annual basis. Stock-based compensation awards and adjustments in base salary and bonuses are typically paid and/or put into effect at or shortly after, the firm’s fiscal year-end, October 31.

The firm also maintains the following arrangements:

 

   

Employment contracts for key investment professionals and senior leadership.

 

   

Employees are eligible for Eaton Vance equity grants that vest over a 5-year period from grant date. The vesting schedule for each grant is 10% in year 1, 15% in year 2, 20% in year 3, 25% in year 4, and 30% in year 5.

 

   

Participation in Parametric equity plans for key employees, reflective of their individual contribution to the firm’s success and tenure at the firm.

 

   

Profit Sharing that vests over a 5-year period from employee’s start date. The vesting schedule for the Profit Sharing is 20% per year from the employee’s start date.

Method to Determine Compensation

Parametric seeks to compensate investment professionals commensurate with responsibilities and performance while remaining competitive with other firms within the investment management industry.

Salaries, bonuses and stock-based compensation are also influenced by the operating performance of Parametric and its parent company, Eaton Vance Corp. (“EVC”). While the salaries of investment professionals are comparatively fixed, cash bonuses and stock-based compensation may fluctuate from year-to-year, based on changes in financial performance and other factors. Parametric also offers opportunities to move within the organization, as well as incentives to grow within the organization by promotion.

Additionally, Parametric participates in compensation surveys that benchmark salaries against other firms in the industry. This data is reviewed, along with a number of other factors, so that compensation remains competitive with other firms in the industry.

 

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RBC Global Asset Management (UK) Limited (“RBC GAM”). RBC GAM serves as Specialist Manager for The Emerging Markets Portfolio. RBC GAM is a wholly owned subsidiary of Royal Bank of Canada (“RBC”). Philippe Langham, ACA and Laurence Bensafi, CFA, are primarily responsible for the day-to-day management of the portion of the assets of Portfolio allocated to RBC GAM. These individuals also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED — TOTAL*

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Philippe Langham

     2      $ 1,222.2 million        6      $ 6,551.4 million        4      $ 942.1 million  

Laurence Bensafi

     1      $ 4.4 million        2      $ 921.8 million        0      $ 0  

 

*

None of these accounts has an advisory fee based on performance.

CONFLICTS OF INTEREST.

A portfolio manager’s compensation package may give rise to potential conflicts of interest. The management of multiple funds and accounts may give rise to potential conflicts of interest, for example, if the funds and accounts have different objectives, benchmarks, investment horizons and fees, or if they have overlapping objectives, benchmarks and time horizons. A portfolio manager may be required to allocate time and investment ideas across multiple funds and accounts. RBC GAM has adopted policies and procedures designed to address these potential conflicts, including trade allocation policies and a code of ethics.

COMPENSATION.

RBC GAM’s compensation program for investment management personnel is comprised of three elements:

 

   

Base Salary

 

   

Annual Discretionary Bonus

 

   

Profit Sharing Plan (for senior investment staff only)

 

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For junior members of the team (both portfolio managers and analysts) the compensation package comprises of Base Salary and Annual Discretionary Bonus only.

 

   

Annual Discretionary Bonus—All employees who are eligible for discretionary bonus are graded on a scale. This score is a combination of quantitative and qualitative assessments as appropriate. The quantitative component is calculated using an algorithm that tracks results for specific responsibilities in investment management against agreed upon success thresholds. The qualitative component is based on RBC GAM’s review of results produced over the year and the degree to which the individual exhibits attitudes and behaviors consistent with RBC GAM’s reputation, culture and goals, including investment success and growth.

 

   

Profit Sharing Plan (PSP)—Only senior investment staff may be eligible to participate in the PSP. The pool is calculated quarterly as a predetermined percentage of pre-tax earnings. PSP units are reviewed annually and approved by the CIO and CEO at the beginning of each fiscal year. The number of units held by each individual does not normally change during the year.

 

   

Deferral—Consistent with best practices, a portion of the variable compensation (Annual Discretionary Bonus and PSP) for senior staff is subject to a 3-year mandatory deferral. Based on variable compensation thresholds, deferral rates of 25% to 40% apply. This deferral amount is payable at the end of three years, provided the employee remains in good standing with the company.

Vaughan Nelson Investment Management, L.P.—(“Vaughan Nelson”) serves as a Specialist Manager of The Commodity Returns Strategy Portfolio. Vaughan Nelson is an indirect wholly-owned subsidiary of Natixis Global Asset Management SA, a French investment banking/financial services firm, of which a minority share of ownership is publicly traded on the Euronext exchange in Paris. Vaughan Nelson is headquartered at 600 Travis Street, Suite 6300, Houston, Texas 77002. Founded in 1970, Vaughan Nelson has approximately $12.3 billion in assets under management as of June 30, 2019, in equity and fixed income strategies with its fixed income portfolio management team managing $2.6 billion in assets.

Listed below, as of June 30, 2019, are the portfolio managers responsible for making day-to-day investment decisions for The Commodity Returns Strategy Portfolio.

OTHER ACCOUNTS MANAGED — TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Steve Henriksen

     0      $ 0        0      $ 0        114      $ 2,642 million  

Charles Ellis

     0      $ 0        0      $ 0        114      $ 2,642 million  

Blanca Garza-Bianco

     0      $ 0        0      $ 0        114      $ 2,642 million  

Michael Hanna

     0      $ 0        0      $ 0        114      $ 2,642 million  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

Steve Henriksen

     0      $ 0        0      $ 0        0      $ 0  

Charles Ellis

     0      $ 0        0      $ 0        0      $ 0  

Blanca Garza-Bianco

     0      $ 0        0      $ 0        0      $ 0  

Michael Hanna

     0      $ 0        0      $ 0        0      $    

CONFLICTS OF INTERESTS.

Conflicts of interest may arise in the allocation of investment opportunities and the allocation of aggregated orders among the Fund and other accounts managed by the portfolio managers. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that pay higher fees, accounts that pay performance-based fees,

 

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accounts of affiliated companies and accounts in which the portfolio manager has an interest. Such favorable treatment could lead to more favorable investment opportunities or allocations for some accounts. Vaughan Nelson has adopted policies and procedures to mitigate the effects of each of these conflicts.

COMPENSATION.

The compensation program at Vaughan Nelson is designed to align the interests of portfolio management professionals with the interests of clients and Vaughan Nelson by retaining top-performing employees and creating incentives to enhance Vaughan Nelson’s long-term success.

Compensation of portfolio management professionals includes a fixed base salary, a variable bonus and deferral plan and a contribution to the firm’s retirement plan.

All portfolio management professionals (at the discretion of the Compensation Committee of the Vaughan Nelson Board) participate in the variable bonus and deferral plan component which, as a whole, is based upon a percentage of Vaughan Nelson’s net profit. Each portfolio management professional’s participation in the variable bonus and deferral plan is based upon many factors, including but not limited to

 

   

Performance of the strategy managed (both absolute and relative to peers)

 

   

Amount of revenue derived from the strategy managed

 

   

Contribution to the development and execution of the firm’s investment philosophy and process

 

   

Participation and effectiveness in performing client service activities and marketing initiatives

The degree to which any one factor influences participation in the bonus pool will vary between individuals and over time. A portion of the variable bonus is subject to deferral and each participant has the option to invest the deferral into Vaughan Nelson managed product(s) while it vests. Each year’s deferral is paid out over a period of three years. Payments are conditioned upon compliance with non-compete and non-solicitation arrangements.

The contribution to the firm’s retirement plan is based on a percentage (at the discretion of the Vaughan Nelson Board) of total cash compensation (subject to the IRS limits) and such percentage is the same for all firm personnel. Compensation at Vaughan Nelson is determined by the Compensation Committee at the recommendation of the Chief Executive Officer.

There is no distinction for purposes of compensation between the Fund and any other accounts managed.

Wellington Management Company LLP—(“Wellington Management”) services as the Specialist Manager for The Real Estate Securities Portfolio and The Commodity Returns Strategy Portfolio. Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of June 30, 2019, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1 trillion in assets.

Listed below is the portfolio manager responsible for making day-to-day investment decisions for The Real Estate Securities Portfolio.

Bradford D. Stoesser, Senior Managing Director and Global Industry Analyst of Wellington Management, has served as Portfolio Manager of The Real Estate Securities Portfolio since September 1, 2010. Mr. Stoesser joined Wellington Management as an investment professional in 2005.

Mr. Stoesser also provides portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities, as of June 30, 2019, is set forth below.

 

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THE REAL ESTATE SECURITIES PORTFOLIO

OTHER ACCOUNTS MANAGED — TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
     NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
     NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
 

Bradford D. Stoesser

     3      $ 344.2 million        23      $ 317.2 million        59      $ 1,094 million  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
     NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
     NUMBER OF
ACCOUNTS
     TOTAL
ASSETS
 

Bradford D. Stoesser

     0      $ 0        1      $ 19.2 million        7      $ 229.5 million  

Listed below are the portfolio managers responsible for making day-to-day investment decisions for The Commodity Returns Strategy Portfolio.

David A. Chang, CFA is primarily responsible for the day-to-day management of the assets of the Portfolio.

These individuals also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities, as of June 30, 2018, is set forth below.

COMMODITY RETURNS STRATEGY PORTFOLIO

OTHER ACCOUNTS MANAGED — TOTAL

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

David A. Chang, CFA

     3      $ 47.3 million        23      $ 2,812 million        3      $ 246 million  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

David A. Chang, CFA

     0      $ 0        5      $ 747.8 million        1      $ 60.7 million  

 

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CONFLICTS OF INTERESTS. Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. Each Portfolio’s managers listed in the prospectuses who are primarily responsible for the day-to-day management of the Portfolios (“Portfolio Managers”) generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Portfolios. The Portfolio Managers make investment decisions for each account, including each Portfolio, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Portfolio Managers may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant Portfolio and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant Portfolio.

A Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the relevant Portfolio, or make investment decisions that are similar to those made for the relevant Portfolio, both of which have the potential to adversely impact the relevant Portfolio depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, a Portfolio Manager may purchase the same security for the relevant Portfolio and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the relevant Portfolio’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Portfolios. Messrs. Chang and Stoesser also manage accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Portfolio Managers. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management 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 for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

COMPENSATION. Wellington Management receives a fee based on the assets under management of each Portfolio as set forth in the Investment Subadvisory Agreements between Wellington Management and HC Capital Trust on behalf of each Portfolio. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to each Portfolio. The following information is as of June 30, 2019.

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management’s compensation of each Portfolio’s managers listed in the prospectuses who are primarily responsible for the day-to-day management of the Portfolios (“Portfolio Managers”) includes a base salary and incentive components. The base salary for each Portfolio Manager who is a partner (a “Partner”) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP. The base salaries for the other Portfolio Managers are determined by the Portfolio Managers’ experience and performance in their roles as a Portfolio Manager. Base salaries for Wellington Management’s employees are reviewed annually and may be adjusted based on the recommendation of a Portfolio Manager’s manager, using guidelines established by Wellington Management’s Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm. Each Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Portfolio managed by the Portfolio Manager and generally each other account managed by such Portfolio Manager. Each Portfolio Manager’s incentive payment relating to the relevant Portfolio is linked to the gross pre-tax performance of the portion of the Portfolio managed by the Portfolio Manager compared to the benchmark index and/or peer group

 

104


identified below over one, three and five year periods, with an emphasis on five year results. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by these Portfolio Managers, including accounts with performance fees.

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Managers may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Messrs. Chang and Stoesser are Partners.

 

Portfolio

  

Benchmark Index and/or Peer Group for Incentive Period

Commodity Returns Strategy Portfolio—Commodities    S&P GSCI Commodity Equal Sector Weighted Index
Commodity Returns Strategy Portfolio—Global Natural Resources    MSCI World Paper & Forest Products (10%), MSCI World Metals & Mining (30%) and MSCI World Energy (60%) until 4/30/2015; effective 5/1/2015, MSCI All-Country World Energy Index (65%) and MSCI All-Country World Metals & Mining Index (35%)
Real Estate Securities Portfolio    Dow-Jones U.S. Select Real Estate Securities Index

Western Asset Management Company. LLC (“WAMCO”) WAMCO serves as a Specialist Manager for The Fixed Income Opportunity Portfolio. S. Kenneth Leech, Ian Justice, Harris Trifon and Greg Handler are responsible for making day-to-day investment decisions for the portion of the Portfolio allocated to WAMCO. Messrs. Leech, Justice, Trifon and Handler also provide portfolio management for certain other registered investment companies, pooled investment vehicles and separately managed accounts. Certain information about these responsibilities is set forth below.

OTHER ACCOUNTS MANAGED — TOTAL*

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

S. Kenneth Leech

     106      $ 167,391 million        255      $ 80,071 million        593      $ 202,545 million  

Greg E. Handler

     3      $ 3,869 million        14      $ 3,647 million        11      $ 445 million  

Ian Justice

     0      $ 0        0      $ 0        1      $ 83  

Harris Trifon

     3      $ 3,869        14      $ 3,647        11      $ 445  

OTHER ACCOUNTS MANAGED — OF TOTAL LISTED ABOVE, THOSE WHOSE ADVISORY FEE IS BASED ON PERFORMANCE

 

     OTHER REGISTERED
INVESTMENT
COMPANIES
     OTHER POOLED
INVESTMENT VEHICLES
     OTHER ACCOUNTS  

PORTFOLIO MANAGER

   NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
     NUMBER      TOTAL
ASSETS
 

S. Kenneth Leech

     0      $ 0        7      $ 1,541 million        28      $ 13,026 million  

Greg E. Handler

     0      $ 0        2      $ 133        2      $ 139 million  

Ian Justice

     0      $ 0        0      $ 0        0      $ 0  

Harris Trifon

     0      $ 0        2      $ 133        2      $ 139  

CONFLICTS OF INTEREST. WAMCO has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

 

105


It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Advisers or an affiliate has an interest in the account. The Firm has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis to ensure that no conflict of interest occurs. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the Adviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Firm may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. WAMCO’s team approach to portfolio management and block trading approach works to limit this potential risk.

The Firm also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimus value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

Employees of the Firm have access to transactions and holdings information regarding client accounts and the Firm’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Firm maintains a Code of Ethics that is compliant with Rule 17j-1 and Rule 204A-1 to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Firm’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Firm’s compliance monitoring program.

WAMCO may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Firm also maintains a compliance monitoring program and engages independent auditors to conduct a SSAE16/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.

COMPENSATION. At WAMCO, one compensation methodology covers all products and functional areas, including portfolio managers. The Firm’s philosophy is to reward its employees through Total Compensation. Total Compensation is reflective of the external market value for skills, experience, ability to produce results, and the performance of one’s group and the Firm as a whole.

Discretionary bonuses make up the variable component of total compensation. These are structured to reward sector specialists for contributions to the Firm as well as relative performance of their specific portfolios/product and are determined by the professional’s job function and performance as measured by a formal review process.

For portfolio managers, the formal review process includes a thorough review of portfolios they were assigned to lead or with which they were otherwise involved, and includes not only investment performance, but maintaining a detailed knowledge of client portfolio objectives and guidelines, monitoring of risks and performance for adherence to these parameters, execution of asset allocation consistent with current Firm and portfolio strategy, and communication with clients. In reviewing investment performance, one, three, and five year annualized returns are measured against appropriate market peer groups and to each fund’s benchmark index.

 

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DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. As noted in the Prospectuses, each Portfolio will distribute substantially all of its net investment income and net realized capital gains, if any. The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization—Mid Capitalization Equity Portfolio, The Institutional Small Capitalization – Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Fixed Income Opportunity Portfolio, The Commodity Returns Strategy Portfolio, The ESG Growth Portfolio and the Catholic SRI Growth Portfolio will declare and distribute dividends from net investment income on a quarterly basis. The International Equity Portfolio and The Institutional International Equity Portfolio will declare dividends semi-annually. The Emerging Markets Portfolio will declare dividends annually. Income dividends on each of the Income Portfolios are paid monthly. Capital gains for all Portfolios, if any, are distributed at least annually. The Trust expects to distribute any undistributed net investment income and capital gains for the 12-month period ended each October 31, on or about December 31 of each year.

[To be updated by Stradley Tax] TAX INFORMATION. The following summarizes certain additional tax considerations generally affecting the Portfolios and their shareholders that are not described in the Prospectuses. No attempt is made to present a detailed explanation of the tax treatment of the Portfolios or their shareholders, and the discussions here and in the Prospectuses are not intended as a substitute for careful tax planning. Potential investors should consult their tax advisor with specific reference to their own tax situations.

The discussions of the federal tax consequences in the Prospectuses and this Additional Statement are based on the Internal Revenue Code and the laws and regulations issued thereunder as in effect on the date of this Additional Statement. Future legislative or administrative changes or court decisions may significantly change the statements included herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein.

TAX TREATMENT OF THE PORTFOLIOS. Each Portfolio of the Trust will be treated as a separate corporate entity under the Code and intends to elect and qualify each year as a RIC. A Portfolio that qualifies as a RIC under Subchapter M of the Code will not be subject to federal income taxes on the net investment income and net realized capital gains that the Portfolio timely distributes to the Portfolio’s shareholders, provided that for each tax year, a Portfolio (i) meets the requirements to be treated as a RIC (as discussed below) and (ii) distributes an amount at least equal to the sum of 90% of the Portfolio’s investment company taxable income for such year (including, for this purpose, the excess of net realized short-term capital gains over net long-term capital losses) computed without regard to the dividends-paid deduction and 90% of its net tax-exempt income for such year (the “Distribution Requirement”). The first requirement for RIC qualification is that the Portfolio must receive at least 90% of the Portfolio’s gross income each year from “qualifying income” (the “90% Test”). Qualifying income includes dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income derived with respect to the Portfolio’s business of investing in stock, securities, and foreign currencies, and net income derived from interests in qualified publicly traded partnerships. Income and gains from transactions in commodities such as precious metals and minerals will not qualify as income from “securities” for purposes of the 90% Test. A second requirement for qualification as a RIC is that a Portfolio must diversify its holdings so that, at the end of each quarter of the Portfolio’s taxable year: (a) at least 50% of the market value of the Portfolio’s total assets is represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities, with these other securities limited, in respect to any one issuer, to an amount not greater than 5% of the value of the Portfolio’s total assets or 10% of the outstanding voting securities of such issuer; and (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of any one issuer, the securities (other than securities of other RICs) of two or more issuers which the Portfolio 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 (the “Asset Test”).

If a Portfolio fails to satisfy the 90% Test or the Asset Test in any taxable year, the Portfolio may be eligible for relief provisions if the failure is due to reasonable cause and not willful neglect and if a penalty tax is paid with respect to the failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures of the Asset Test where a Portfolio corrects the failure within a specified period of time. In order to be eligible for the relief provisions with respect to a failure to meet the Asset Test, a Portfolio may be required to dispose of certain assets. If these relief provisions were not available to a Portfolio and it were to fail to qualify for treatment as a RIC for a taxable year, all of its taxable income would be subject to tax at the applicable corporate income tax rate without any deduction for distributions to shareholders. Under such circumstances, Portfolio distributions (including capital gains distributions) generally would be taxable as ordinary income dividends to its shareholders, subject to the dividends-received deduction for corporate shareholders and lower tax rates on qualified dividend income received by noncorporate shareholders, if certain requirements are met. To requalify for treatment as a RIC in a subsequent taxable year, the Portfolio would be required to satisfy the RIC qualification requirements for that year and to distribute any earnings and profits from any year in which the Portfolio failed to qualify for tax treatment as a RIC. If a Portfolio fails to qualify as a RIC for a period longer than two taxable years, it would generally be required to pay a Portfolio -level tax on certain net built-in gains recognized with respect to certain of its assets upon a disposition of such assets within ten years of qualifying as a RIC in a subsequent year.

 

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If a Portfolio meets the Distribution Requirement but retains some or all of its income or gains, it will be subject to federal income tax to the extent any such income or gains are not distributed (less any available capital loss carryovers). The Portfolio may designate certain amounts retained as undistributed net capital gain in a notice to its shareholders, who (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate shares of the undistributed amount so designated, (ii) will be entitled to credit their proportionate shares of the income tax paid by the Portfolio on that undistributed amount against their federal income tax liabilities and to claim refunds to the extent such credits exceed their liabilities and (iii) will be required to increase their tax basis, for federal income tax purposes, in their shares in the Portfolio by an amount equal to the excess of the amount of undistributed net capital gain included in their respective income over their respective income tax credits.

The Portfolio may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Portfolio’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year in characterizing Portfolio distributions for any calendar year (see “Tax Treatment of Distributions” below). A “qualified late year loss” includes: (i) any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (“post-October capital losses”), and (ii) the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year. The terms “specified losses” and “specified gains” mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company for which a mark-to-market election is in effect. The terms “ordinary losses” and “ordinary income” mean other ordinary losses and income that are not described in the preceding sentence.

Each Portfolio will generally be subject to a nondeductible 4% federal excise tax on certain undistributed income if it does not distribute to its shareholders in each calendar year an amount at least equal to 98% of its ordinary income for the calendar year plus 98.2% of its capital gain net income, for the one-year period ending on October 31 of such year, plus certain other amounts. Each Portfolio intends to make sufficient distributions, or deemed distributions, to avoid imposition of the excise tax but can make no assurances that all such tax liability will be eliminated.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against a RIC’s net investment income. Instead, for U.S. federal income tax purposes, potentially subject to certain limitations, a Portfolio may carry net capital losses from any taxable year forward to offset capital gains in future years. Unused net capital loss carryforwards that arose in tax years that began on or before December 22, 2010 (“Pre-2011 Losses”) are available to be applied against future capital gains, if any, realized by the Portfolio prior to the expiration of the carryforwards. If a Portfolio has a net capital loss for a taxable year beginning after December 22, 2010 (a “Post-2010 Loss”), the excess of the Portfolio’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of such Portfolio’s next taxable year, and the excess (if any) of the Portfolio’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Portfolio’s next taxable year. Post-2010 Losses can be carried forward indefinitely to offset capital gains, if any, in years following the year of the loss, and such carryforwards must be utilized before the Portfolio can utilize carryforwards of Pre-2011 Losses. Generally, the Portfolio may not carry forward any losses other than net capital losses. Under certain circumstances, the Portfolio may elect to treat certain losses as though they were incurred on the first day of the taxable year immediately following the taxable year in which they were actually incurred.

Each Portfolio intends to distribute substantially all its net investment income and net realized capital gains to shareholders, at least annually. The distribution of net investment income and net realized capital gains will be taxable to Portfolio shareholders regardless of whether the shareholder elects to receive these distributions in cash or in additional shares.

TAX TREATMENT OF DISTRIBUTIONS. The Portfolio receives ordinary income generally in the form of dividends and/or interest on its investments. The Portfolio may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Portfolio, constitutes the Portfolio’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Portfolio’s earnings and profits and a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.

The Portfolio may derive capital gain and loss in connection with sales or other dispositions of its portfolio securities. Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions paid from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Portfolio. Any net short-term or long-term capital gain realized by the Portfolio (net of any capital loss carryovers) generally will be distributed once each year and may be distributed more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Portfolio.

 

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Ordinary income dividends reported by the Portfolio to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain provided certain holding period requirements are met. Income derived from investments in derivatives, fixed income securities, U.S. REITs, PFICs, and income received “in lieu of” dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Portfolio is equal to or greater than 95% of the Portfolio’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Portfolio will be qualifying dividend income.

Distributions by the Portfolio that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder’s tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholder’s tax basis in his Portfolio shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Portfolio shares. Return of capital distributions can occur for a number of reasons including, among others, the Portfolio over-estimates the income to be received from certain investments such as those classified as partnerships or equity real estate investment trusts.

For corporate shareholders, a portion of the dividends paid by the Portfolio may qualify for the 50% corporate dividends-received deduction. The portion of dividends paid by the Portfolio that so qualifies will be reported by the Portfolio to shareholders each year and cannot exceed the gross amount of dividends received by the Portfolio from U.S. corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Portfolio and the investor. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in alternative minimum taxable income calculation. (Under the TCJA, corporations are no longer subject to the alternative minimum tax for taxable years of the corporation beginning after December 31, 2017.) Income derived by the Portfolio from investments in derivatives, fixed income and foreign securities generally is not eligible for this treatment.

TAX TREATMENT OF CERTAIN DEBT INSTRUMENTS. Gain recognized on the disposition of a debt obligation purchased by a portfolio 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 the market discount that accrued during the period of time the portfolio held the debt obligation unless the portfolio made a current inclusion election to accrue market discount into income as it accrues. (The TCJA requires certain taxpayers to recognize items of gross income for tax purposes in the year in which the taxpayer recognizes the income for financial accounting purposes. For financial accounting purposes, market discount must be accrued currently on a constant yield to maturity basis regardless of whether a current inclusion election is made. While the exact scope of this provision is not known at this time, it could cause a portfolio to recognize income earlier for tax purposes than would otherwise have been the case prior to the enactment of the TCJA.) If a portfolio purchases a debt obligation (such as a zero-coupon security or payment-in-kind security) that was originally issued at a discount, the portfolio generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a portfolio’s investment in such securities may cause the portfolio to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a portfolio may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of portfolio shares.

Tax rules are not entirely clear about issues such as whether and to what extent a portfolio should recognize market discount on a debt obligation, when a portfolio may cease to accrue interest, original issue discount or market discount, when and to what extent a portfolio may take deductions for bad debts or worthless securities and how a portfolio should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a portfolio in order to ensure that it distributes sufficient income to preserve its status as a RIC.

Adjustments for inflation to the principal amount of an inflation-protected U.S. Treasury bond held by a portfolio may be included for tax purposes in the portfolio’s gross income, even though no cash attributable to such gross income has been received by the portfolio. In such event, the portfolio may be required to make annual distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, the portfolio may be required to raise cash by selling portfolio investments. The sale of such investments could result in capital gains to the portfolio and additional capital gain distributions to portfolio shareholders. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by a portfolio may cause amounts previously distributed in the taxable year as income to be characterized as a return of capital.

TAX MATTERS RELATING TO THE USE OF CERTAIN HEDGING INSTRUMENTS AND FOREIGN INVESTMENTS. Certain of the Portfolios may write, purchase or sell certain options, futures and foreign currency contracts. Such transactions are subject to special tax rules that may affect the amount, timing and character of distributions to shareholders. Unless a Portfolio is eligible to make, and makes, a special election, any such contract that is a “Section 1256 contract” will be “marked-to-market” for Federal income tax purposes at the end of each taxable year, i.e., each contract will be treated for tax purposes as though it had been sold for its fair market value on the last day of the taxable year. In general, unless the special election referred to in the previous sentence is made, gain or loss from transactions in Section 1256 contracts will be 60% long-term and 40% short-term capital gain or loss. Additionally, Section 1092 of

 

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the Code, which applies to certain “straddles,” may affect the tax treatment of income derived by a Portfolio from transactions in option, futures and foreign currency contracts. In particular, under this provision, a Portfolio may, for tax purposes, be required to postpone recognition of losses incurred in certain closing transactions. Section 988 of the Code contains special tax rules applicable to certain foreign currency transactions that may affect the amount, timing, and character of income, gain or loss recognized by the Trust.

Under these rules, foreign exchange gain or loss realized with respect to foreign currency-denominated debt instruments, foreign currency forward contracts, foreign currency-denominated payables and receivables, and foreign currency options and futures contracts (other than options, futures, and foreign currency contracts that are governed by the mark-to-market and 60%-40% rules of Section 1256 of the Code and for which no election is made) is treated as ordinary income or loss.

Under the Code, dividends or gains derived by a Portfolio from any investment in a “passive foreign investment company” or “PFIC”—a foreign corporation 75% or more of the gross income of which consists of interest, dividends, royalties, rents, annuities or other “passive income” or 50% or more of the assets of which produce “passive income”—may subject a Portfolio to U.S. federal income tax even with respect to income distributed by the Portfolio to its shareholders. In order to address the tax consequences described above, those Portfolios authorized to invest in foreign securities will report investments in PFICs, or will elect mark-to-market or flow-through treatment for PFIC investments which will in many cases require the Portfolios to recognize ordinary income each year with respect to those investments.

The tax principles applicable to transactions in financial instruments and futures contracts and options that may be engaged in by a Portfolio, and investments in PFICs, are complex and, in some cases, uncertain. Such transactions and investments may cause a Portfolio to recognize taxable income prior to the receipt of cash, thereby requiring the Portfolio to liquidate other positions, or to borrow money, so as to make sufficient distributions to shareholders to avoid portfolio-level tax.

TAX TREATMENT OF COMMODITY-LINKED STRUCTURED NOTES. The status of commodity-linked structured notes under tests to qualify as a RIC under the Code is not certain. As described above, in order to qualify for the special tax treatment accorded RICs and their shareholders, a Portfolio must satisfy the 90% Test and derive at least 90% of its income from qualifying income. The Commodity Returns Strategy Portfolio has received a private letter ruling from the IRS confirming that the income and gain arising from certain types of commodity-linked notes in which the Portfolio invests constitute “qualifying income” under the Code. However, in September 2016, the IRS announced that it would no longer issue private letter rulings on questions relating to the treatment of a corporation as a regulated investment company that require a determination of whether a financial instrument or position is a security under section 2(a)(36) of the 1940 Act. (A financial instrument or position that constitutes a security under section 2(a)(36) of the 1940 Act generates qualifying income for a corporation taxed as a regulated investment company.) This caused the IRS to revoke any rulings, like the Portfolio’s ruling, that required such a determination. The portion of the Portfolio’s ruling relating to its investment in commodity-linked notes was revoked by the IRS retroactively to the date of its issuance because the Portfolio did not invest in any commodity-linked notes in reliance on the ruling at the Portfolio level. If the commodity-linked instruments in which the Portfolio invests are not regarded as producing qualifying income, then the Portfolio would fail to qualify as a RIC. In lieu of potential disqualification, the Portfolio is permitted to pay a tax for certain failures to satisfy the 90% Test, which, in general, are limited to those due to reasonable cause and not willful neglect.

TAX TREATMENT OF SHARES OF THE SUBSIDIARIES. Certain income from commodity-linked swaps and certain other commodity-linked derivatives does not constitute qualifying income for purposes of the 90% Test described above, meaning that the Portfolio may not receive more than 10% of its gross income from direct investments in such instruments. However, The Commodity Returns Strategy Portfolio has received a private letter ruling from the IRS confirming that income derived from the Portfolio’s investment in the Subsidiaries will constitute qualifying income to the Portfolio. If income derived from the Portfolio’s investment in its Subsidiaries were not considered to be qualifying income, the Portfolio would fail to qualify as a RIC.

The Subsidiaries will be treated as controlled foreign corporations (“CFCs”). The Commodity Returns Strategy Portfolio will be treated as a “U.S. Shareholder” of the Subsidiaries. As a result, the Portfolio will be required to include in gross income for U.S. federal income tax purposes all of its Subsidiaries’ “Subpart F income,” whether or not such income is distributed by the Subsidiaries. In September 2016, the IRS issued proposed regulations that would require a wholly-owned subsidiary that is treated as a CFC, such as the Subsidiaries, to distribute its Subpart F income (defined in Section 951 of the Code to include passive income such as income from commodity-linked derivatives) each year in order for a RIC to treat that income as satisfying the 90% Test. It is expected that all of the Subsidiaries’ income will be “Subpart F income.” The Portfolio’s recognition of the Subsidiaries’ “Subpart F income” will increase such Portfolio’s tax basis in its Subsidiaries. Distributions by the Subsidiaries to the Portfolio will be tax-free, to the extent of its previously undistributed “Subpart F income,” and will correspondingly reduce the Portfolio’s tax basis in its Subsidiaries. “Subpart F income” is generally treated as ordinary income, regardless of the character of the Subsidiaries’ underlying income, and will not be qualified dividend income eligible for taxation at long-term capital gain rates. If a net loss is realized by the Subsidiaries, such loss is not generally available to offset the income earned by the Portfolio.

In addition, to qualify for the special tax treatment accorded RICs and their shareholders, a Portfolio must satisfy several diversification requirements, including the Asset Test, described above. In order to satisfy the Asset Test, The Commodity Returns Strategy Portfolio may not invest more than 25% of the value of its assets in the Subsidiaries. Absent this requirement, the Portfolio would be permitted to invest more than 25% of the value of its assets in the Subsidiary.

 

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On the basis of current law and practice, the Subsidiaries will not be liable for income tax in the Cayman Islands. Distributions by the Subsidiaries to the Portfolio will not be subject to withholding tax in the Cayman Islands. In addition, the Subsidiaries’ investment in commodity-linked derivatives and other assets held as collateral are anticipated to qualify for a safe harbor under Code Section 864(b) so that the Subsidiaries will not be treated as conducting a U.S. trade or business. Thus, the Subsidiaries should not be subject to U.S. federal income tax on a net basis. However, if certain of the Subsidiaries’ activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of the Subsidiaries may constitute a U.S. trade or business, or be taxed as such.

In general, a foreign corporation, such as the Subsidiaries, that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (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, subject to certain exemptions, including among others, exemptions for capital gains, portfolio interest and income from notional principal contracts. It is not anticipated that the Subsidiaries will be subject to material amounts of U.S. withholding tax on its portfolio investments. Each Subsidiary intends to properly certify its status as a non-U.S. person to each custodian and withholding agent to avoid U.S. backup withholding requirements and to qualify for an exemption under Chapter 4 of the Code to avoid U.S. withholding tax under the Foreign Account Tax Compliance Act.

INVESTMENTS IN REAL ESTATE INVESTMENT TRUSTS. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a portfolio will be treated as long-term capital gains by the portfolio and, in turn, may be distributed by the portfolio to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. An equity U.S. REIT, and in turn a Portfolio, may distribute excess cash to shareholders in the form of a return of capital distribution. Any return of capital will reduce a shareholder’s tax basis in portfolio shares and, to the extent such basis is exceeded, will generally give rise to capital gains. If a U.S. REIT fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at the applicable corporate income tax rate and the dividends would be taxable to shareholders, like the Portfolio, as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits.

An investment by a Portfolio in a non-U.S. REIT may subject the Portfolio, directly or indirectly, to corporate taxes, withholding taxes (which may be reduced or eliminated under certain tax treaties), transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. A portfolio’s pro rata share of any such taxes will reduce the portfolio’s return on its investment. A portfolio’s investment in a non-U.S. REIT may be considered an investment in a PFIC. Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties.

The Real Estate Securities Portfolio may invest in REITs that hold residual interests in real estate mortgage investment conduits (“REMICs”) or which are, or have certain wholly-owned subsidiaries that are “taxable mortgage pools”. Under Treasury regulations that have not yet been issued, but may apply retroactively, a portion of the Portfolio’s income from a REIT that is attributable to the REIT’s residual interest in a REMIC or, possibly, equity interests in a taxable mortgage pool (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. These regulations are also expected to provide that excess inclusion income of a RIC, such as The Real Estate Securities Portfolio, will be allocated to shareholders of the RIC in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses, (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) 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 foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (such as a government or governmental agency, a tax-exempt organization not subject to UBIT and certain other organizations) is a record holder of a share in a RIC, then the RIC will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the applicable corporate income tax rate. The Specialist Manager does not intend to invest a substantial portion of The Real Estate Securities Portfolio’s assets in REITs which generate excess inclusion income.

Typically, shareholders in the Portfolio will receive a statement that shows the tax status of distributions you received the previous year. The Portfolio may at times find it necessary to reclassify income after it issues shareholder’s tax information reporting statement. This can result from rules in the Code that effectively prevent regulated investment companies such as the Trust from ascertaining with certainty until after the calendar year end the final amount and character of distributions the Portfolio has received on its investments, particularly in REITs, during the prior calendar year. Prior to issuing statements, the Trust makes every effort to identify reclassifications of income to reduce the number of corrected forms mailed to shareholders. The Portfolio may obtain an extension of time, of up to one month, to send shareholders in the Portfolio shareholder’s original tax information reporting statement in order to ascertain that the tax status of distributions received are correctly categorized; or the Portfolio will send affected shareholders corrected tax information reporting statement to reflect reclassified information after the Portfolio’s fiscal year end.

 

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SALES OF SHARES. Upon the disposition of shares of a Portfolio (whether by redemption or sale), a shareholder may realize a gain or loss. Such gain or loss will be capital gain or loss if the shares are capital assets in the shareholder’s hands, and will be long-term or short-term generally depending upon the shareholder’s holding period for the shares. Any loss realized on a disposition will be disallowed to the extent the shares disposed of are replaced within a period of 61 days beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on a disposition of shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of capital gain dividends received by the shareholder with respect to such shares. Additionally, any loss realized upon the sale or exchange of Portfolio shares with a tax holding period of six months or less may be disallowed to the extent of any distributions treated as exempt interest dividends with respect to such shares. If a Portfolio redeems a shareholder in-kind rather than in cash, the shareholder would realize the same gain or loss as if the shareholder had been redeemed in cash. Further, the shareholder’s basis in the securities received in the in-kind redemption would be the securities’ fair market value on the date of the in-kind redemption.

The Portfolio will report gains and losses realized on redemptions of shares for shareholders who are individuals and S corporations purchased after January 1, 2012 to the IRS. This information will also be reported to you on Form 1099-B and the IRS each year. In calculating the gain or loss on redemptions of shares, the average cost method will be used to determine the cost basis of the Portfolio shares purchased after January 1, 2012 unless you instruct the Portfolio in writing that you want to use another available method for cost basis reporting (for example, First In, First Out (“FIFO”), Last In, First Out (“LIFO”), Specific Lot Identification (“SLID”) or High Cost, First Out (“HIFO”)). If you designate SLID as your cost basis method, you will also need to designate a secondary cost basis method (Secondary Method). If a Secondary Method is not provided, the Portfolio will designate FIFO as the Secondary Method and will use the Secondary Method with respect to systematic withdrawals made after January 1, 2012. Your cost basis election method will be applied to all Portfolio positions for all of your accounts, as well as to all future Portfolio added, unless otherwise indicated by you.

Mutual fund shares acquired prior to January 1, 2012 are not covered by cost basis regulations. When available, average cost will be reported to investors who will be solely responsible for calculating and reporting gains and losses realized on the sale of non-covered securities. This information is not reported to the IRS. All non-covered shares will be depleted before the covered shares, starting with the oldest shares first.

When transferring the ownership of covered shares, you must provide account information for the recipient/account receiving shares and the reason the transfer is taking place (i.e., re-registration, inheritance through death, or gift). If a reason is not provided, the transfer will be defaulted as a transfer due to gift. If the recipient’s existing account or new account will use the Average Cost accounting method, they must accept the shares being transferred at fair market value on the date of the gift or settlement if the shares should be transferred at a loss. For transfers due to Inheritance on accounts with Joint Tenants with Rights of Survivorship (“JWROS”), unless you instruct us otherwise by indicating the ownership percentage of each party, the shares will be split equally with the basis for the decedent’s portion determined using the fair market value of the date of death and the other portions maintaining the current cost basis.

The Portfolios are also required to report gains and losses to the IRS in connection with the redemptions of shares by S corporations purchased after January 1, 2012. If a shareholder is a corporation and has not instructed the Portfolio that it is a C corporation in its account application or by written instruction, the Portfolio will treat the shareholder as an S corporation and file a Form 1099-B.

FOREIGN SHAREHOLDERS. The United States imposes a flat 30% withholding tax (or a withholding tax at a lower treaty rate) on U.S. source dividends, including on income dividends paid to you by the Portfolio. Exemptions from this U.S. withholding tax are provided for: (a) capital gain dividends reported by the Portfolio to shareholders as such and paid by the Portfolio from its net long-term capital gains, other than long-term capital gains realized on the disposition of U.S. real property interest as discussed below (unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year), (b) short-term capital gain dividends reported by the Portfolio to shareholders as such and paid by the Portfolio from its net short-term capital gains, other than short-term capital gains realized on disposition of U.S. real property interest, and (c) interest-related dividends reported by the Portfolio to shareholders as such and paid from its qualified net interest income from U.S. sources.

However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Portfolio shares, will be subject to backup withholding at a rate of 24% if you fail to properly certify that you are not a U.S. person.

Ordinary dividends paid by the Portfolio to non-U.S. investors on the income earned on portfolio investments in (i) the stock of domestic and foreign corporations and (ii) the debt of foreign issuers continue to be subject to U.S. withholding tax. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them. If the income from the Portfolio is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Portfolio will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.

 

112


The Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) makes non-U.S. persons subject to U.S. tax on disposition of a U.S. real property interest (“USRPI”) as if he or she were a U.S. person. The Real Estate Securities Portfolio may invest in equity securities of corporations that invest in USRPI, including U.S. REITs, which may trigger FIRPTA gain to the Portfolio’s non-U.S. shareholders and may require the non-U.S. shareholder to file a U.S. tax return. Because the Portfolio expects to invest less than 50% of its assets at all times, directly or indirectly, in USRPI, the Portfolio expects that neither gain on the sale or redemption of Portfolio shares nor Portfolio dividends and distributions would be subject to FIRPTA reporting and tax withholding.

SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISOR REGARDING ANY UNITED STATES FEDERAL TAX CONSEQUENCES OF HOLDING SHARES IN THE PORTFOLIOS IN LIGHT OF THEIR INDIVIDUAL CIRCUMSTANCES AS WELL AS ANY FOREIGN, STATE AND LOCAL, WITHHOLDING OR OTHER TAX CONSEQUENCES THAT MAY ARISE AS A RESULT OF HOLDING SHARES IN A PORTFOLIO.

HISTORY OF THE TRUST AND OTHER INFORMATION

The Trust was organized as a Delaware statutory trust on December 15, 1994, and is registered with the SEC as an open-end, series, management investment company. The Trust currently offers shares of twenty-two investment portfolios, each with a different objective and differing investment policies. Each Portfolio is diversified, as that term is defined in the Investment Company Act. The Trust may organize additional investment portfolios in the future. The Trust is authorized to issue an unlimited number of shares, each with a par value of $.001. Under the Trust’s Amended and Restated Declaration of Trust, the Board has the power to classify or reclassify any unissued shares from time to time. Each share of the respective Portfolios represents an equal proportionate interest in that Portfolio. Each share is entitled to one vote for the election of Trustees and any other matter submitted to a shareholder vote. Voting rights are not cumulative and, accordingly, the holders of more than 50% of the aggregate shares of the Trust may elect all of the Trustees. Shares of the Trust do not have preemptive or conversion rights and, when issued for payment as described in the Prospectuses, shares of the Trust will be fully paid and non-assessable.

The Trust is authorized to issue two classes of shares in each of its Portfolios. HC Strategic Shares and HC Advisors Shares have identical rights and preferences. The differences between the two classes is that each has established a separate CUSIP number, which aids those investment managers whose clients purchase shares of the Trust in tracking information relating to their clients’ accounts, and the HC Advisors Shares have service fees not applicable to the HC Strategic Shares.

As a Delaware statutory trust, the Trust is not required, and currently does not intend, to hold annual meetings of shareholders except as required by the Investment Company Act or other applicable law. The Investment Company Act requires initial shareholder approval of each of the investment advisory agreements, election of Trustees and, if the Trust holds an annual meeting, ratification of the Board’s selection of the Trust’s independent registered public accounting firm. As noted elsewhere in this SAI, however, the Trust has received an exemptive order from the SEC that allows it, under certain circumstances, to enter into investment advisory agreements with Specialist Managers without submitting such agreements to shareholders for approval. Under certain circumstances, the law provides shareholders with the right to call for a meeting of shareholders to consider the removal of one or more Trustees. To the extent required by law, the Trust will assist in shareholder communications in such matters.

CONTROL PERSONS AND PRINCIPAL SECURITY HOLDERS. The table below shows the name and address of record of each person known to the Trust to hold, as of record or beneficially, 5% or more of shares of the Trust as of October [ ], 2019. Persons who owned of record or beneficially more than 25% of a Portfolio’s outstanding shares may be deemed to control the Portfolio within the meaning of the 1940 Act. The nature of ownership for each position listed is “Record” unless otherwise indicated. Hirtle Callaghan & Co., LLC (of which the Adviser is a division) may be deemed to have, or share, investment and/or voting power with respect to more than 50% of the shares of the Trust’s Portfolios, with respect to which shares Hirtle Callaghan & Co., LLC disclaims beneficial ownership.

[To be updated in 485b filing]

 

Portfolio/Shareholder

   No. of Shares      Percent of the HC
Strategic Shares
Total Assets Held
by the Shareholder
 

THE VALUE EQUITY PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     19,637,385.417        65.04

 

113


Portfolio/Shareholder

   No. of Shares      Percent of the HC
Strategic Shares
Total Assets Held
by the Shareholder
 

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     2,081,264.193        6.89

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

c/o MELLON BANK

OAKS PA 19456

     3,754,444.798        12.44

SAXON CO

P O BOX 7780-1888

PHILADELPHIA PA 19182

     1,974,210.202        6.54

KEYBANK NA

P O BOX 94871

CLEVELAND OH 441014871

     1,747,269.769        5.79

THE INSTITUTIONAL VALUE EQUITY PORTFOLIO

     

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     29,458,613.325        41.39

 

114


NORTHERN TRUST AS CUSTODIAN

PO BOX 92956

CHICAGO IL 60675

     6,913,193.258        9.71

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     19,296,743.552        27.11

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

c/o MELLON BANK

OAKS PA 19456

     5,433,396.842        7.63

THE GROWTH EQUITY PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     21,660,383.153        63.59

SEI PRIVATE TRUST CO

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     5,547,750.276        16.29

SAXON CO

P O BOX 7780-1888

PHILADELPHIA PA 19182

     2,901,242.874        8.52

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     2,408,091.386        7.07

THE INSTITUTIONAL GROWTH EQUITY PORTFOLIO

     

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     26,802,499.902        41.98

NORTHERN TRUST AS CUSTODIAN

PO BOX 92956

CHICAGO IL 60675

     6,280,388.513        9.84

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     17,104,872.647        26.79

SEI PRIVATE TRUST CO

ATTN MELLON BANK

ONE FREEDOM VALLEY DRIVE

OAKS PA 19456

     4,751,398.443        7.44

THE SMALL CAPITALIZATION—MID CAPITALIZATION EQUITY PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     1,987,043.589        53.67

 

115


SAXON CO

P O BOX 7780-1888

PHILADELPHIA PA 19182

     709,215.287        19.16

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     383,517.658        10.36

SEI PRIVATE TRUST CO

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     390,551.492        10.55

THE INSTITUTIONAL SMALL CAPITALIZATION—MID CAPITALIZATION EQUITY PORTFOLIO

     

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     4,167,675.574        47.77

SEI PRIVATE TRUST CO

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     588,089.363        6.74

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     2,376,041.722        27.24

NORTHERN TRUST AS CUSTODIAN

PO BOX 92956

CHICAGO IL 60675

     557,641.972        6.39

THE REAL ESTATE SECURITIES PORTFOLIO

     

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     22,342,795.591        50.51

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     10,439,422.735        23.60

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     4,218,982.863        9.54

NORTHERN TRUST AS CUSTODIAN

PO BOX 92956

CHICAGO IL 60675

     3,452,761.347        7.81

 

116


THE COMMODITY RETURNS STRATEGY PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     30,660,775.941        34.52

MAC CO

MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     37,094,019.141        41.76

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     10,461,499.760        11.78

THE ESG GROWTH PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     3,148,266.248        21.63

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     10,459,083.582        71.84

LINERCOURSE & CO AS CUSTODIAN

1200 CROWN COLONY DR

QUINCY MA 02169

     941,755.064        6.47

THE INTERNATIONAL EQUITY PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     70,630,426.385        62.75

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     22,927,538.467        20.37

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 152-1010

PITTSBURGH PA 15258

     9,470,378.777        8.41

THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO

     

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 152-1010

PITTSBURGH PA 15258

     109,397,780.5625        49.97

NORTHERN TRUST AS CUSTODIAN

PO BOX 92956

CHICAGO IL 60675

     17,988,415.913        8.22

 

117


NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     55,299.532.837        25.26

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS, PA 19456

     12,738,580.661        5.82

THE EMERGING MARKETS PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     32,238,128.396        34.46

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-10101

PITTSBURGH PA 15258

     37,972,471.101        40.59

SEI PRIVATE TRUST CO

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     9,540,556.692        10.20

NORTHERN TRUST AS CUSTODIAN

PO BOX 92956

CHICAGO IL 60675

     5,286,921.208        5.65

THE CORE FIXED INCOME PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     4,800,845.796        69.73

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS, PA 19456

     534,163.576        7.76

RELIANCE TRUST COMPANY

P O BOX 28004

ATLANTA GA 30358

     648,737.874        9.42

STATE STREET BANK AND TRUST COMPANY

1 LINCOLN STREET

BOSTON MA 02111

     498,547.207        7.24

ASCENSUS TRUST COMPANY

P O BOX 10758

FARGO ND 58106

     399,489.734        5.80

THE FIXED INCOME OPPORTUNITY PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     28,382,924.139        28.78

 

118


MAC CO

ATTN MUTUAL FUND OS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     51,408,376.388        52.13

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS, PA 19456

     6,869,876.242        6.97

THE INFLATION PROTECTED SECURITIES PORTFOLIO

     

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 152-1010

PITTSBURGH PA 15258

     22,903,978.028        56.86

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     11,107,275.262        27.57

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS, PA 19456

     2,810,143.598        6.98

THE U.S. CORPORATE FIXED INCOME SECURITIES PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     8,402,887.131        27.91

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     12,517,369.933        41.57

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     2,252,362.961        7.48

NORTHERN TRUST AS CUSTODIAN

801 S CANAL

PO BOX 92956

CHICAGO IL 60675

     2,380,181.074        7.90

THE U.S. GOVERNMENT FIXED INCOME SECURITIES PORTFOLIO

     

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     10,777,926.565        43.76

 

119


NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     6,808,183.819        27.64

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     1,927,162.430        7.82

NORTHERN TRUST AS CUSTODIAN

PO BOX 92956

CHICAGO IL 60675

     1,959,436.843        7.96

THE U.S. MORTGAGE/ASSET BACKED FIXED INCOME SECURITIES PORTFOLIO

     

MAC CO

MUTUAL FUND OPERATIONS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 15258

     10,010,369.499        45.09

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     6,221,142.685        28.02

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     1,779,311.457        8.01

NORTHERN TRUST AS CUSTODIAN

801 S CANAL

PO BOX 92956

CHICAGO IL 60675

     1,608,008.507        7.24

THE SHORT-TERM MUNICIPAL BOND PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     6,899,820.102        76.49

SAXON CO

P O BOX 7780-1888

PHILADELPHIA PA 19182

     941,003.009        10.43

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     1,156,996.287        12.83

THE INTERMEDIATE TERM MUNICIPAL BOND PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     33,784,452.428        86.66

 

120


SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     4,332,601.296        11.11

THE INTERMEDIATE TERM MUNICIPAL BOND II PORTFOLIO

     

NATIONAL FINANCIAL SERVICES LLC

NEWPORT OFFICE CENTER III 5TH FLOOR

499 WASHINGTON BOULEVARD

JERSEY CITY NJ 07310

     6,465,960.861        83.94

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     1,022,865.168        13.28

THE CATHOLIC SRI GROWTH PORTFOLIO

     

MAC CO

ATTN MUTUAL FUND OPS

500 GRANT STREET

ROOM 151-1010

PITTSBURGH PA 152358

     2,313,913.710        65.16

SEI PRIVATE TRUST COMPANY

ONE FREEDOM VALLEY DRIVE

C/O MELLON BANK

OAKS PA 19456

     1,237,229.984        34.84

POTENTIAL CONFLICTS OF INTEREST. The Trust, the Adviser and each of the Trust’s Specialist Managers, as well as the Trust’s principal underwriter, have adopted codes of ethics (each, a “17j-1 Code”) under Rule 17j-1 under the Investment Company Act. The 17j-1 Code adopted by each of these entities governs the manner and extent to which certain persons associated with that entity may invest in securities for their own accounts (including securities that may be purchased or held by the Trust). The 17j-1 Codes are on public file with, and are available from, the SEC’s Public Reference Room in Washington, D.C.

PROXY VOTING

The Trust has adopted Proxy Voting Policies and Procedures (the “Policy”) in accordance with Rule 30b1-4 under the Investment Company Act. The Policy is predicated on the notion that decisions with respect to proxy voting are an integral part of the investment management process and that the voting of proxies is an integral part of the services provided to each of those Portfolios of the Trust that invest primarily in equity securities (the “Equity Portfolios” and the “Institutional Equity Portfolios”) by their Specialist Managers. Accordingly, the Policy delegates to the Specialist Managers that serve the Equity Portfolios and the Institutional Equity Portfolios the responsibility for voting proxies received by the respective Portfolios in a manner that is designed to maximize the value of the shareholders’ interest. The following table provides a summary of the proxy voting policies and procedures adopted by each such Specialist Manager.

It is qualified by the full policy of each Specialist Manager, each of which is available upon request. Information on how the Portfolios voted proxies relating to portfolio securities during the 12-month period ended June 30, 2017 is available (1) without charge, upon request, by calling 1-800-242-9596, and (2) on the SEC’s website at http://www.sec.gov.

 

121


Agincourt Capital Management, LLC (“Agincourt”)

Agincourt Capital Management is focused on managing fixed income assets and rarely has the occasion to vote proxies. It is Agincourt’s policy to vote solely in the interests of plan participants and beneficiaries and for the exclusive purpose of providing economic benefits to them if a proxy vote is required, and the voting rights have not been reserved by the plan fiduciary.

 

122


If a proxy that is to be voted by Agincourt is received, it is logged and the materials are then distributed to Agincourt’s Management Team for the specific vote. Upon receipt of their decisions, Agincourt’s Chief Compliance Officer will log the rationales, and vote the proxy as per the decisions, in accordance with the Firm’s Policy and Procedures.

Artisan Partners Limited Partnership (“Artisan Partners”)

Artisan Partners votes proxies in the manner that, in the judgment of Artisan Partners, is in the economic best interests of the Portfolios. The investment philosophy of Artisan Partners is predicated on the belief that the quality of management is often the key to ultimate success or failure of a business. Because Artisan Partners generally makes investments in companies in which Artisan Partners has confidence in the management, the firm generally votes proxies in accordance with management’s recommendation, but may vote against management if, in the judgment of Artisan Partners, the proposal would not enhance shareholder value. In some non-U.S. markets, the sale of securities voted may be prohibited for some period of time, usually between the record and meeting dates. Generally, Artisan Partners does not vote proxies in those jurisdictions in which doing so might impair Artisan Partners’ ability to implement investment decisions. In order to ensure that material conflicts of interest have not influenced Artisan Partners’ voting process, Artisan Partners has implemented a process to identify such conflicts, document voting decisions where such conflicts are deemed to exist and to review such votes.

 

123


Breckinridge Capital Advisors, Inc. (“Breckinridge”)

Proxy ballots are not typically issued for bonds. Therefore, Breckinridge anticipates minimal to no proxy voting activity in client accounts. Nonetheless, Breckinridge has adopted written proxy voting policy and procedures that dictate the manner in which the firm processes and votes proxy ballots received on behalf of client accounts. For those clients who have delegated proxy voting authority to Breckinridge, the firm seeks to vote proxies in a manner that it determines, in good faith, to be in the client’s best interest. This determination will include a decision to take no action with respect to any proxy ballot. Breckinridge will consider only those proxies issued by the bonds purchased by Breckinridge in the course of managing the clients’ assets. In its discretion, Breckinridge may choose to not vote. Proxies solicited by securities that were transferred into the portfolio for funding or contributions or temporary investment vehicles will not be acted upon by Breckinridge.

Breckinridge is an investment management firm with no affiliates or subsidiaries, or other lines of business outside of investment management. As such, Breckinridge does not expect there to be many material conflicts of interests with regards to our proxy voting activities. Nevertheless, if we determine that Breckinridge is facing a conflict of interest in voting a proxy, Breckinridge will review the conflict to determine materiality and if appropriate, engage a competent third party, at our expense, who will determine the vote that they believe will be in the best interest of the stakeholders. As an added protection, the third party’s decision is binding.

Breckinridge will furnish a copy of its proxy voting policy to each client upon requests. Clients also can request a copy of their proxy voting records by contacting Breckinridge’s Compliance Department.

Cadence Capital Management LLC (“Cadence”)

Cadence typically votes proxies as part of its discretionary authority to manage accounts, unless the client has explicitly reserved the authority for itself. When voting proxies, Cadence’s primary objective is to make voting decisions solely in the best economic interests of its clients. Cadence will act in a manner that it deems prudent and diligent and which is intended to enhance the economic value of the underlying portfolio securities held in its clients’ accounts.

Cadence has retained an independent third-party service provider, Institutional Shareholder Services (ISS), to assist in providing research, analysis and voting recommendations on corporate governance issues as well as assist in the administrative process. The services provided offer a variety of proxy-related services to assist in Cadence’s handling of proxy voting responsibilities.

Cadence has adopted ISS’ written Proxy Voting Summary Guidelines (the “Proxy Guidelines”). The Proxy Guidelines are reasonably designed to ensure that Cadence is voting in the best interest of its clients. The Proxy Guidelines reflect Cadence’s general voting positions on specific corporate governance issues and corporate actions. Some issues may require a case by case analysis prior to voting and may result in a vote being cast that will deviate from the Proxy Guideline. Upon receipt of a client’s request, Cadence may also vote proxies for that client’s account in a particular manner that may differ from the Proxy Guideline. Deviation from the Proxy Guidelines will be documented and maintained in accordance with Rule 204-2 under the Investment Advisers Act of 1940.

In accordance with the Proxy Guidelines, Cadence may review additional criteria associated with voting proxies and evaluate the expected benefit to its clients when making an overall determination on how or whether to vote the proxy. Cadence will not neglect its proxy voting responsibilities, but it may review various criteria associated with voting proxies and evaluate the expected benefit to our clients when making an overall determination on how or whether to vote a proxy. In addition, Cadence may refrain from voting under certain circumstances. These circumstances may include, but are not limited to: (1) securities that have been lent by the custodian; (2) proxy statements and ballots that are written in a foreign language; (3) untimely notice of a shareholder meeting; (4) requirements to vote proxies in person; (5) restrictions on foreign investors’ ability to exercise votes; (6) requirements to provide local agents with power of attorney to facilitate the voting instructions. Such proxies are voted on a best-efforts basis.

Proxy voting in certain countries requires “share blocking.” To vote proxies in such countries, shareholders must deposit their shares shortly before the date of the meeting with a designated depositary and the shares are then restricted from being sold until the meeting has taken place and the shares are returned to the shareholders’ custodian banks. Absent compelling reasons, Cadence believes the benefit to its clients of exercising voting rights does not outweigh the effects of not being able to sell the shares. Therefore, if share blocking is required Cadence generally abstains from voting. Cadence may have conflicts of interest that can affect how it votes its clients’ proxies. For example, Cadence or an affiliate may manage a pension plan whose management is sponsoring a proxy proposal. The Proxy Guidelines are designed to prevent material conflicts of interest from affecting the manner in which Cadence votes its clients’ proxies. In order to ensure that all material conflicts of interest are addressed appropriately while carrying out its obligation to vote proxies, Cadence’s Chief Compliance Officer is responsible for addressing how Cadence resolves such material conflicts of interest with its clients. To obtain a copy of the Policy Guidelines or to obtain information on how your account’s securities were voted, please contact your account representative.

 

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Causeway Capital Management LLC (“Causeway”)

Causeway votes the proxies of companies owned by clients who have granted Causeway voting authority. Causeway votes proxies solely in what Causeway believes is the best interests of clients in accordance with its Proxy Voting Policies and Procedures. Causeway’s policies and procedures are designed to cast are consistent with certain basic principles: (i) increasing shareholder value; (ii) maintaining or increasing shareholder influence over the board of directors and management; (iii) establishing and enhancing strong and independent board of directors; (iv) maintaining or increasing the rights of shareholders; and (v) aligning the interests of management and employees with those of shareholders with a view toward the reasonableness of executive compensation and shareholder dilution.

Causeway recognizes that a company’s management is charged with day-to-day operations and, therefore, generally votes on routine business matters in favor of management’s proposals or positions. Under its guidelines, Causeway generally votes for distributions of income, appointment of auditors, director compensation (unless deemed excessive), management’s slate of director nominees (except nominees with poor attendance or who have not acted in the best interests of shareholders), financial results/director and auditor reports, share repurchase plans, and changing corporate names and other similar matters. Causeway generally votes with management on social issues because it believes management is responsible for handling them. Causeway generally votes against anti-takeover mechanisms and generally opposes cumulative voting and attempts to classify boards of directors. Causeway votes other matters—including equity -based compensation plans—on a case-by-case basis.

Causeway’s interests may conflict with clients on certain proxy votes where Causeway might have a significant business or personal relationship with the company or its officers. Causeway’s chief operating officer in consultation with the general counsel and chief compliance officer shall determine if a vote involves a material conflict of interest. If so, Causeway will either (i) obtain instructions or consent from the client on voting; (ii) or will vote in accordance with a “for” or “against” or “with management” guideline if one applies; or (iii) if no such guideline applies, Causeway will follow the recommendation of an independent third party such as Institutional Shareholder Services (“ISS”). If Causeway seeks to follow the recommendation of a third party, the chief operating officer will assess the third party’s capacity and competency to analyze the issue, as well as the third party’s ability to identify and address conflicts of interest it may have with respect to the recommendation.

To monitor potential conflicts of interest regarding the research and recommendations of independent third parties, such as ISS, proxy voting staff will review the third party’s disclosures of significant relationships. The chief operating officer will review proxy votes involving issuers where a significant relationship has been identified by the proxy research provider.

Non-U.S. proxies may involve a number of problems that restrict or prevent Causeway’s ability to vote. As a result, clients’ non-U.S. proxies will be voted on a best efforts basis only. In addition, Causeway will not vote proxies (U.S. or non-U.S.) if it does not receive adequate information from the client’s custodian in sufficient time to cast the vote.

City of London Investment Management Company Limited (“CLIM”)

CLIM has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interests of clients, in accordance with its fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). CLIM’s authority to vote the proxies of its clients, including clients subject to ERISA, is established by advisory contracts or comparable documents.

As a significant long-term investor in closed-end funds, CLIM seeks to promote growth in the industry by encouraging closed-end funds to make their products more attractive to investors. Good corporate governance is a vital element of CLIM’s process. CLIM’s approach to corporate governance is a collective process involving the investment management teams located in each of the firm’s five offices. CLIM reviews each proxy and generally votes consistent with the firm’s written Statement on Corporate Governance and Proxy Voting Policy for Closed-End Funds. All proxy votes are ultimately cast on a case-by-case basis.

CLIM values the right to vote but may abstain as a result of a conscious decision. However, CLIM cannot vote in instances where proxy materials are not received on a timely basis from a client-appointed custodian or due to administrative matters beyond CLIM’s control.

CLIM reviews each proxy to assess the extent, if any, to which there may be a material conflict between the interests of clients on the one hand and CLIM’s interests (including those of our directors, employees and other similar persons) on the other hand (a “potential conflict”). CLIM performs this assessment on a proposal-by-proposal basis, and a potential conflict with respect to one proposal in a proxy does not indicate that a potential conflict exists with respect to any other proposal in such proxy. If CLIM determines that a potential conflict may exist, it will promptly report the matter to the Compliance Department. The Compliance Department will determine whether a potential conflict exists and is authorized to resolve any such conflict in a manner that is in the collective best interests of clients (excluding any client that may have a potential conflict).

 

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Unless otherwise established with a client in writing, CLIM is responsible for voting all proxies related to securities that it manages for clients. A client may from time to time direct CLIM in writing to vote proxies in a manner that is different from the guidelines set forth in CLIM’s Proxy Voting Policies and Procedures. CLIM will follow such written direction for proxy votes only after receipt of such written direction.

Clients may obtain a copy of CLIM’s proxy voting policy and/or proxy voting record upon request from their usual contact at the Firm or upon request at info@citlon.co.uk or client.servicing@citlon.com.

Fort Washington Investment Advisors, LLC (“Fort Washington”)

Fort Washington’s policy is to vote proxies in the best interests of the Portfolio at all times. Fort Washington has adopted procedures that it believes are reasonably designed to ensure that proxies are voted in the best interests of the Portfolio in accordance with its fiduciary duties and SEC rules governing investment advisers. Reflecting a basic investment philosophy that good management is shareholder focused, proxy votes will generally be cast in support of management on routine corporate matters and in support of any management proposal that is plainly in the interest of all shareholders. Specifically, proxy votes generally will be cast in favor of proposals that:

 

   

maintain or strengthen the shared interests of stockholders and management;

 

   

increase shareholder value; and

 

   

maintain or increase shareholder rights generally.

Proxy votes will generally be cast against proposals having the opposite effect of the above. Where Fort Washington perceives that a management proposal, if approved, would tend to limit or reduce the market value of the company’s securities, it will generally vote against it. Fort Washington generally supports shareholder rights and recapitalization measures undertaken unilaterally by boards of directors properly exercising their responsibilities and authority, unless we believe such measures could have the effect of reducing shareholder rights or potential shareholder value. In cases where shareholder proposals challenge such actions, Fort Washington’s voting position will generally favor not interfering with the directors’ proper function in the interest of all shareholders.

Fort Washington may delegate its responsibilities under its proxy voting procedures to a third party, provided that Fort Washington retains final authority and fiduciary responsibility for proxy voting. Fort Washington has retained Institutional Shareholder Services (“ISS”) to assist it in the proxy voting process and will use ISS’ proxy voting guidelines as a resource in its proxy voting.

Fort Washington will review proxies to assess the extent, if any, to which there may be a material conflict between it and the interests of the Portfolio. If Fort Washington determines that a potential conflict may exist, it will be reported to the Proxy Voting Committee. The Proxy Voting Committee is authorized to resolve any conflict in a manner that is in the collective best interests of the Portfolio (excluding a potential conflict). The Proxy Voting Committee may resolve a potential conflict in any of the following manners:

 

   

If the proposal is specifically addressed in the proxy voting procedures, Fort Washington may vote the proxy in accordance with these policies, provided that such pre-determined policy involves little discretion on Fort Washington’s part;

 

   

Fort Washington may engage an independent third party to determine how the proxy should be voted;

 

   

Fort Washington may establish an ethical wall or other informational barriers between the person involved in the potential conflict and the persons making the voting decision in order to insulate the potential conflict from the decision maker.

Frontier Capital Management Company, LLC (“Frontier”)

Frontier seeks to vote proxies to maximize the long-term value of its clients’ assets and to cast votes that it believes to be fair and in the best interest of the affected client(s).

Frontier has contracted with Glass Lewis & Co. (“Glass Lewis”) to provide assistance in voting proxies for its clients. Glass Lewis provides Frontier with vote recommendations according to pre-determined proxy voting guidelines and acts as agent for the proxy voting process.

Under normal circumstances, Frontier is not expected to exercise its voting discretion or to override Glass Lewis’s vote recommendations. This removes any conflicts of interest Frontier may have that may affect how it votes on an issuer’s proxy, such as when Frontier votes a proxy solicited by an issuer who is a client of Frontier’s or with whom Frontier has another business or personal relationship.

 

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In instances in which Frontier wishes to override Glass Lewis’s vote recommendations, Frontier’s Proxy Voting Committee, or an employee delegated by the Committee, will determine whether a material conflict of interest exists. If such a conflict does exist, then the Proxy Voting Committee may elect to vote the proxy in accordance with Glass Lewis’s recommendations or it will not take into consideration the conflicting relationship and will vote in the clients’ best interest. If the Committee determines that a material conflict does not exist, then Frontier will vote the proxy in its discretion.

Jennison Associates LLC (“Jennison”)

Jennison Associates LLC Proxy Voting Policy and Procedures (Revised April 30, 2018)

I. Policy

Jennison (or the “Company”) has adopted the following policy and related procedures to guide the voting of proxies in a manner that is consistent with Jennison’s fiduciary duties and the requirements of Rule 206(4)-6 under the Advisers Act. In the absence of any written delegation or when proxy voting authority has been delegated in writing to Jennison by clients, Jennison will exercise this voting authority in each client’s best interests. The Company will not consider its own interests, or those of any affiliates, when voting proxies.

Unless otherwise specified by a client, “best interest” means the client’s best economic interest over the long term, as determined by Jennison’s portfolio managers and analysts (“Investment Professionals”) covering the issuer. Secondary consideration may be given to the public and social value of each issue, but absent specific client instructions, long term economic interests will be the primary basis for voting.

Jennison will disclose information about its proxy voting policies and procedures to clients, and will provide a copy of these Proxy Voting Policies and Procedures upon request. The Company will also inform clients how they may obtain information about the votes cast on their behalf.

II. Procedures

Proxy Voting Guidelines

Jennison has adopted proxy voting guidelines (“Guidelines”) with respect to certain recurring issues. When Jennison is responsible for voting proxies, Jennison considers these guidelines except when Jennison accepts custom guidelines.

The Guidelines are reviewed as necessary by the Company’s Proxy Voting Committee and Investment Professionals, and are revised when a change is appropriate. The Proxy Team maintains the Guidelines and distributes copies to the Investment Professionals following any change. The Guidelines are meant to convey Jennison’s general approach to voting decisions on certain issues. Nevertheless, Investment Professionals are responsible for reviewing all proposals related to fundamental strategies individually and making final decisions based on the merits of each voting opportunity.

If an Investment Professional believes that Jennison should vote in a way that is different from the Guidelines, the Proxy Team is notified. In certain circumstances, an Investment Professional may conclude that different clients should vote in different ways, or that it is in the best interests of some or all clients to abstain from voting.

The Proxy Team is responsible for maintaining Investment Professionals’ reasons for deviating from the Guidelines.

Client-Specific Voting Mandates

Any client’s specific voting instructions must be communicated or confirmed by the client in writing, either through a provision in the investment advisory contract or through other written correspondence. Such instructions may call for Jennison to vote the client’s securities according to the client’s own voting guidelines, or may indicate that the Company is not responsible for voting the client’s proxies.

 

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The Proxy Team reviews client specific voting instructions and approves operational implementation, and certain instructions may only be implemented on a best efforts basis. The Proxy Team is responsible for communicating such instructions to the third party vendor.

Use of a Third Party Voting Service

Jennison has engaged an independent third party proxy voting vendor that provides research and analytical services, operational implementation and recordkeeping and reporting services. The proxy voting vendor will cast votes in accordance with the Company’s Guidelines, unless instructed otherwise by the Investment Professionals.

Identifying and Addressing Potential Material Conflicts of Interest

There may be instances where Jennison’s interests conflict materially, or appear to conflict materially, with the interests of clients in connection with a proxy vote (a “Material Conflict”). Examples of potential Material Conflicts include, but are not limited to:

 

   

Jennison managing the pension plan of the issuer.

 

   

Jennison or its affiliates have a material business relationship with the issuer.

 

   

Jennison investment professionals who are related to a person who is senior management or a director at a public company.

 

   

Jennison has a material investment in a security that the investment professional who is responsible for voting that security’s proxy also holds the same security personally.

If an Investment Professional or any other employee perceives a Material Conflict, he or she must promptly report the matter to the Chief Compliance Officer.

When a potential conflict has been identified, the Proxy Team will work with the Investment Professional covering the issuer to complete a Proxy Voting for Conflicts Documentation Form.

The Proxy Team is responsible for retaining completed Proxy Voting for Conflicts Documentation Forms.

If the Proxy Voting Committee determines that a Material Conflict is present and if the Investment Professional is recommending a vote that deviates from the Guidelines or there is no specific recommended Guideline vote and decisions are made on a case-by-case basis, then the voting decision must be reviewed and approved by the Investment Professional’s supervisor and the Proxy Committee prior to casting the vote.

Jennison will not abstain from voting a proxy for the purpose of avoiding a Material Conflict.

Quantitatively Derived Holdings and the Jennison Managed Accounts

In voting proxies for non-fundamental strategies such as quantitatively derived holdings and Jennison Managed Accounts (i.e. “wrap”) where the securities are not held elsewhere in the firm, proxies will be voted utilizing the Guidelines. Additionally, in those circumstances where no specific Guidelines exist, the Company will consider the recommendations of the proxy voting vendor.

International Holdings

Jennison will exercise opportunities to vote on international holdings on a best efforts basis. Such votes will be cast based on the same principles that govern domestic holdings.

In some countries casting a proxy vote can adversely affect a client, such as countries that restrict stock sales around the time of the proxy vote by requiring “share blocking” as part of the voting process. The Investment Professional covering the issuer will weigh the expected benefits of voting proxies on international holdings against any anticipated costs or limitations, such as those associated with share blocking. Jennison may abstain from voting if it anticipates that the costs or limitations associated with voting outweigh the benefits.

Securities Lending

Jennison may be unable to vote proxies when the underlying securities have been lent out pursuant to a client’s securities lending program. The Company does not know when securities are on loan and are therefore not available to be voted. In rare circumstances, Investment Professionals may ask the Proxy Team to work with the client’s custodian to recall the shares so that Jennison can vote. Efforts to recall loaned securities are not always effective since such requests must be submitted prior to the record date for the upcoming proxy vote; therefore voting shares on loan is on a best efforts basis. In determining whether to call back securities that are out on loan, the Investment Professional will consider whether the benefit to the client in voting the matter outweighs the benefit to the client in keeping the security out on loan.

 

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Disclosure to Advisory Clients

Jennison will provide a copy of these Policies and Procedures and the Guidelines to any client upon request. The Company will also provide any client with information about how Jennison has voted that client’s proxies upon request. Any such requests should be forwarded to the Proxy Team, which is responsible for responding, and for documenting the correspondence.

Compliance Reporting for Investment Companies

Upon request, the Proxy Team will provide to each investment company board of directors or trustees for which Jennison acts as sub-adviser reporting needed to satisfy their regulatory and board requirements, including, but not limited to, information required for Form NP-X.

III. Internal Controls

Supervisory Review

The Proxy Team periodically notifies each Investment Professional’s supervisor of any Guideline overrides authorized by that Investment Professional. The supervisor reviews the overrides to confirm that they appear to have been made based on clients’ best interests, and that they were not influenced by any Material Conflict or other considerations.

The Proxy Voting Committee

The Proxy Voting Committee consists of representatives from Operations, Operational Risk, Legal, and Compliance. It meets at least quarterly, and has the following responsibilities:

 

   

Review potential Material Conflicts and decide whether a material conflict is present, and needs to be addressed according to these policies and procedures.

 

   

Review the Guidelines in consultation with the Investment Professionals and make revisions as appropriate.

 

   

Review these Policies and Procedures annually for accuracy and effectiveness, and recommend and adopt any necessary changes.

 

   

Review all Guideline overrides.

 

   

Review quarterly voting metrics and analysis published by the Proxy Team.

 

   

Review the performance of the proxy voting vendor and determine whether Jennison should continue to retain their services.

Equity Trade Management Oversight Council (“ETMOC”)

The ETMOC reviews all Guideline overrides on a quarterly basis to ensure proper override procedures were followed. The ETMOC also reviews any changes to the Guidelines. The ETMOC is comprised of the Chief Executive Officer, Chief Investment Officer, Chief Operating Officer, Chief Compliance Officer, Head of Equity Trading and the Head of Growth Equity, Head of Investment Services and the Head of Alternative Investment Services.

IV. Escalating Concerns

Any concerns about aspects of the policy that lack specific escalation guidance may be reported to the reporting employee’s supervisor, the Chief Compliance Officer, Chief Legal Officer, Chief Risk Officer, Chief Ethics Officer, Chief Operating Officer or Chief Executive Officer. Alternatively Jennison has an Ethics Reporting Hotline phone number and email address that enable employees to raise concerns anonymously. Information about the Ethics Reporting Hotline phone number and email address can be found on the Jennison intranet’s “Ethics” web page.

 

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V. Discipline and Sanctions

All Jennison employees are responsible for understanding and complying with the policies and procedures outlined in this policy. The procedures described in this policy are intended to ensure that Jennison and its employees act in full compliance with the law. Violations of this policy and related procedures will be communicated to your supervisor and to senior management through Jennison’s Compliance Council, and may lead to disciplinary action.

Lazard Asset Management LLC (“Lazard”)

Information Regarding Lazard’s Proxy Voting Policies

A. Introduction

Lazard is a global investment firm that provides investment management services for a variety of clients. As a registered investment advisor, Lazard has a fiduciary obligation to vote proxies in the best interests of its clients. Lazard’s Proxy Voting Policy has been developed with the goal of maximizing the long term shareholder value.

Lazard does not delegate voting authority to any proxy advisory service, but rather retains complete authority for voting all proxies delegated to it. Lazard’s policy is generally to vote all meetings and all proposals; and generally to vote all proxies for a given proposal the same way for all clients. Lazard’s policy is also designed to address potential material conflicts of interest associated with proxy voting, and does so principally in setting approved guidelines for various common proposals.

B. Proxy Operations Department

Lazard’s proxy voting process is administered by members of its Operations Department (the “Proxy Administration Team”). Oversight of the process is provided by Lazard’s Legal/Compliance Department and Lazard’s Proxy Committee (the “Proxy Committee”).

C. Proxy Committee

Lazard’s Proxy Committee is comprised of senior investment professionals, members of the Legal/Compliance Department and other Lazard personnel. The Proxy Committee meets regularly, generally on a quarterly basis, to review this Policy and other matters relating to the firm’s proxy voting functions. Meetings may be convened more frequently (for example, to discuss a specific proxy voting proposal) as needed.

D. Role of Third Parties

Lazard currently subscribes to advisory and other proxy voting services provided by Institutional Shareholder Services, Inc. (“ISS”) and by Glass, Lewis & Co. (“Glass Lewis”). These proxy advisory services provide independent analysis and recommendations regarding various companies’ proxy proposals. While this research serves to help improve Lazard’s understanding of the issues surrounding a company’s proxy proposals, Lazard’s investment professionals are ultimately responsible for providing the vote recommendation for a given non-routine proposal. Voting for each agenda of each meeting is instructed specifically by Lazard in accordance with Lazard’s policy. ISS also provides administrative services related to proxy voting such as a web-based platform for proxy voting, ballot processing, recordkeeping and reporting.

E. Voting Process

Lazard votes on behalf of its clients according to proxy voting guidelines approved by the Proxy Committee (Approved Guidelines). The Approved Guidelines determine whether a specific agenda item should be voted ‘For,’ ‘Against,’ or is to be considered on a case-by case basis. The Proxy Administration Team ensures that investment professionals responsible for proxy voting are aware of the Approved Guidelines for each proposal. Voting on a proposal in a manner that is inconsistent with an Approved Guideline requires the approval of the Proxy Committee.

With respect to proposals to be voted on a case-by-case basis, the Proxy Administration Team will consult with relevant investment professionals prior to determining how to vote on a proposal. Lazard generally will treat proxy votes and voting intentions as confidential in the period before votes have been cast, and for appropriate time periods thereafter.

 

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F. Conflicts of Interest

Meetings that pose a potential material conflict of interest for Lazard are voted in accordance with Approved Guidelines. Where the Approved Guideline is to vote on a case-by-case basis, Lazard will vote in accordance with the majority recommendation of the independent proxy services. Potential material conflicts of interest include:

 

   

Lazard manages the company’s pension plan ;

 

   

The proponent of a shareholder proposal is a Lazard client ;

 

   

An employee of Lazard (or an affiliate) sits on a company’s board of directors ;

 

   

An affiliate of Lazard serves as financial advisor or provides other services to the company ; or

 

   

A Lazard employee has a material relationship with the company .

“Conflict Meetings” are voted in accordance with the Lazard Approved Guidelines. In situations where the Approved Guideline is to vote case-by-case and a material conflict of interest appears to exist, Lazard’s policy is to vote the proxy item according to the majority recommendation of the independent proxy services to which Lazard subscribes.

G. Voting Exceptions

It is Lazard’s intention to vote all proposals at every meeting. However, there are instances when voting is not practical or is not, in Lazard’s view, in the best interests of its clients. Lazard does not generally vote proxies for securities loaned by clients through a custodian’s stock lending program.

H. Environmental, Social and Corporate Governance

Lazard has an Environmental, Social and Corporate Governance (ESG) Policy, which outlines Lazard’s approach to ESG and how its investment professionals take ESG issues into account as a part of the investment process. Lazard recognizes that ESG issues can affect the valuation of the companies that it invests in on its clients’ behalf. As a result, Lazard takes these factors into consideration when voting, and, consistent with its fiduciary duty, votes proposals in a way it believes will increase shareholder value.

Mellon Investments Corporation (“Mellon”)

For client accounts over which Mellon Investments Corporation (“Mellon”) has been given authority to vote proxies, which includes all HC Capital Trust accounts allocated to Mellon with the exception of the ESG Growth Portfolio and the Catholic SRI Growth portfolio, Mellon has adopted the proxy voting policy and voting guidelines of The Bank of New York Mellon Corporation’s Proxy Voting and Governance Committee (the “Committee”) which are applied to such accounts. Under this policy, the Committee permits member firms (such as Mellon) to consider specific interests and issues and cast votes differently from the collective vote of the Committee where the member firm determines that a different vote is in the best interests of the affected account(s). In voting proxies, Mellon takes into account long-term economic value as we evaluate issues relating to corporate governance, including structures and practices, the nature of long-term business plans, including sustainability policies and practices to address environmental and social factors that are likely to have an impact on shareholder value, and other financial and non-financial measures of corporate performance.

Mellon will carefully review proposals that would limit shareholder control or could affect the value of a client’s investment. It will generally oppose proposals designed to insulate an issuer’s management unnecessarily from the wishes of a majority of shareholders. It will generally support proposals designed to provide management with short-term insulation from outside influences so as to enable management to negotiate effectively and otherwise achieve long-term goals. On questions of social responsibility where economic performance does not appear to be an issue, Mellon will attempt to ensure that management reasonably responds to the social issues. Responsiveness will be measured by management’s efforts to address the proposal including, where appropriate, assessment of the implications of the proposal to the ongoing operations of the company. Mellon will pay particular attention to repeat issues where management has failed in its commitment in the intervening period to take action on issues.

Mellon recognizes its duty to vote proxies in the best interests of its clients. Mellon seeks to avoid material conflicts of interest through its participation in the Committee, which applies detailed, predetermined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by a third-party vendor, and without consideration of any client relationship factors. Further, Mellon and its affiliates engage a third party as an independent fiduciary to vote all proxies for BNY Mellon securities and affiliated mutual fund securities.

 

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Proxy voting proposals are reviewed, categorized, analyzed and voted in accordance with Mellon’s voting guidelines. These guidelines are reviewed periodically and updated as necessary to reflect new issues and any changes in policies on specific issues. Items that can be categorized under these voting guidelines will be voted in accordance with any applicable guidelines or referred to the Committee, if the applicable guidelines so require. Proposals that cannot be categorized under these voting guidelines will be referred to the Committee for discussion and vote. Additionally, the Committee may review any proposal where it has identified a particular company, industry or issue for special scrutiny. With regard to voting proxies of foreign companies, Mellon may weigh the cost of voting, and potential inability to sell the securities (which may occur during the voting process), against the benefit of voting the proxies to determine whether or not to vote.

In evaluating proposals regarding incentive plans and restricted stock plans, the Committee typically employs a shareholder value transfer model. This model seeks to assess the amount of shareholder equity flowing out of the company to executives as options are exercised. After determining the cost of the plan, the Committee evaluates whether the cost is reasonable based on a number of factors, including industry classification and historical performance information. The Committee generally votes against proposals that permit the repricing or replacement of stock options without shareholder approval.

With respect to The ESG Growth Portfolio and The Catholic SRI Growth Portfolio, all proxies will be voted through Institutional Shareholder Services (“ISS”) in accordance with the ISS Sustainability Proxy Voting Guidelines.

Pacific Investment Management Company LLC (“PIMCO”)

DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES

Policy Statement: The proxy voting policy is intended to foster PIMCO’s compliance with its fiduciary obligations and applicable law; the policy applies to any voting or consent rights with respect to securities held in accounts over which PIMCO has discretionary voting authority. The Policy is designed in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of PIMCO’s clients.

Overview: PIMCO has adopted a written proxy1 voting policy (“Proxy Policy”) as required by Rule 206(4)-6 under the Advisers Act. As a general matter, when PIMCO has proxy voting authority, PIMCO has a fiduciary obligation to monitor corporate events and to take appropriate action on client proxies that come to its attention. Each proxy is voted on a case-by-case basis, taking into account relevant facts and circumstances. When considering client proxies, PIMCO may determine not to vote a proxy in limited circumstances.

Equity Securities.2 PIMCO has retained an Industry Service Provider (“ISP”) to provide research and voting recommendations for proxies relating to equity securities in accordance with the ISP’s guidelines. By following the guidelines of an independent third party, PIMCO seeks to mitigate potential conflicts of interest PIMCO may have with respect to proxies covered by the ISP. PIMCO will follow the recommendations of the ISP unless: (i) the ISP does not provide a voting recommendation; or (ii) a PM decides to override the ISP’s voting recommendation. In either such case as described above, the Legal and Compliance department will review the proxy to determine whether a material conflict of interest, or the appearance of one, exists.

Fixed Income Securities. Fixed income securities can be processed as proxy ballots or corporate action-consents3 at the discretion of the issuer/ custodian. When processed as proxy ballots, the ISP generally does not provide a voting recommendation and their role is limited to election processing and recordkeeping. When processed as corporate action-consents, the Legal and Compliance department will review all election forms to determine whether a conflict of interest, or the appearance of one, exists with respect to the PM’s consent election. PIMCO’s Credit Research and Portfolio Management Groups are responsible for issuing recommendations on how to vote proxy ballots and corporation action-consents with respect to fixed income securities.

Resolution of potential conflicts of interest. The Proxy Policy permits PIMCO to seek to resolve material conflicts of interest by pursuing any one of several courses of action. With respect to material conflicts of interest between PIMCO and a client account, the Proxy Policy permits PIMCO to either: (i) convene a working group to assess and resolve the conflict (the “Proxy Working Group”); or (ii) vote in accordance with protocols previously established by the Proxy Policy, the Proxy Working Group and/or other relevant procedures approved by PIMCO’s Legal and Compliance department with respect to specific types of conflicts. PIMCO will supervise and periodically review its proxy voting activities and the implementation of the Proxy Policy. PIMCO’s Proxy Policy, and information about how PIMCO voted a client’s proxies, is available upon request.

 

 

1 

Proxies generally describe corporate action-consent rights (relative to fixed income securities) and proxy voting ballots (relative to fixed income or equity securities) as determined by the issuer or custodian.

2 

The term “equity securities” means common and preferred stock, including common and preferred shares issued by investment companies; it does not include debt securities convertible into equity securities.

3 

Voting or consent rights shall not include matters which are primarily decisions to buy or sell investments, such as tender offers, exchange offers, conversions, put options, redemptions, and Dutch auctions.

 

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Sub-Adviser Engagement: As an investment manager, PIMCO may exercise its discretion to engage a Sub-Adviser to provide portfolio management services to certain Funds. Consistent with its management responsibilities, the Sub-Adviser will assume the authority for voting proxies on behalf of PIMCO for these Funds. Sub-Advisers may utilize third parties to perform certain services related to their portfolio management responsibilities. As a fiduciary, PIMCO will maintain oversight of the investment management responsibilities performed by the Sub-Adviser and contracted third parties.

Parametric Portfolio Associates LLC (“Parametric”)

Policy Statement

Parametric Portfolio Associates LLC (“Parametric”) has adopted and implemented these policies and procedures which it believes are reasonably designed to ensure that proxies are voted in the best interests of clients, in accordance with its fiduciary obligations and applicable regulatory requirements. When it has been delegated the responsibility to vote proxies on behalf a client, Parametric will generally vote them in accordance with its Proxy Voting Guidelines, available upon request (see “To Obtain Proxy Voting Information” below). The Proxy Voting Guidelines are set and annually reviewed by the firm’s Corporate Governance Committee. Parametric will consider potential conflicts of interest when voting proxies and disclose material conflicts to clients. Parametric will promptly provide these policies and procedures, as well as proxy voting records, to its clients upon request. As required, Parametric will retain appropriate proxy voting books and records. In the event that Parametric engages a third party service provider to administer and vote proxies or provide other proxy voting services on behalf a client, it will evaluate the service provider’s conflicts of interest procedures and confirm its abilities to vote proxies in the client’s best interest.

Regulatory Requirements

Rule 206(4)-6 under the Investment Advisers Act requires that an investment adviser that exercises voting authority over client proxies to adopt and implement policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interest of the client. The rule specifically requires that the policies and procedures describe how the adviser addresses material conflicts of interest with respect to proxy voting. The rule also requires an adviser to disclose to its clients information about those policies and procedures, and how the client may obtain information on how the adviser has voted the client’s proxies. In addition, Rule 204-2 under the Act requires an adviser to retain certain records related to proxy voting.

Responsibility

The Manager, Investment Operations (the “Manager”) is responsible for the day-to-day administration of the firm’s proxy voting practices. One or more Operations personnel (each a “Proxy Voting Coordinator”) are responsible for ensuring proxy ballots are received and voted in accordance with the firm’s Proxy Voting Guidelines. The Director of Responsible Investing is responsible for providing guidance with regard to the Proxy Voting Guidelines. The Proxy Voting Committee is responsible for monitoring Parametric’s proxy voting practices and evaluating any service providers engaged to vote proxies on behalf of clients. The Corporate Governance Committee is responsible for setting and annually reviewing the firm’s Proxy Voting Policies and Procedures and Proxy Voting Guidelines. The Compliance Department is responsible for annually reviewing these policies and procedures to verify that they are adequate, appropriate and effective.

Procedures

Parametric has adopted and implemented procedures to ensure the firm’s proxy voting policies are observed, executed properly and amended or updated, as appropriate. The procedures are summarized as follows:

 

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New Accounts

 

   

Parametric is generally delegated the responsibility to vote proxies on behalf of clients. (The Minneapolis and Westport Investment Centers, which manage overlay and options-based strategies, generally do not vote proxies on behalf of their clients but may be required to do so, from time to time.) This responsibility is typically established in the investment advisory agreement between the client and Parametric. If not set forth in the advisory agreement, Parametric will assume the responsibility to vote proxies on the client’s behalf unless it has received written instruction from the client not to.

 

   

When a new client account is established, Parametric will instruct the client’s custodian to forward all proxy materials to Broadridge Financial Solutions (Broadridge) or Institutional Shareholder Services (ISS), proxy voting service providers engaged by Parametric to administer proxy voting.

 

   

On a monthly basis, Operations performs a reconciliation to ensure that Broadridge or ISS are receiving proxies for all client accounts for which Parametric is responsible for voting client proxies.

Proxy Voting Administration—Seattle Investment Center

 

   

Parametric’s proxy voting is administered on a daily basis by the Proxy Voting Coordinator, who is a member of Parametric’s Operations Department. The Coordinator is responsible for ensuring proxies are voted in accordance with Parametric’s Proxy Voting Guidelines or other specified guidelines set and provided by a client.

 

   

The Director of Responsible Investing will actively review research and guidance issued by third party proxy voting analysts regarding proxy voting issues relevant to Parametric’s clients and monitor upcoming shareholder meetings and votes. The Director will provide guidance to the Manager and Proxy Voting Coordinators with regard to the Proxy Voting Guidelines and how they apply to proxy ballots. The Director will ensure that rationale for votes cast is properly documented and reviewed by other Committee members, as warranted.

 

   

Parametric utilizes the Broadridge ProxyEdge and ISS ProxyExchange tools to manage, track, reconcile and report proxy voting. Parametric relies on these applications to ensure that all proxies are received and voted in timely manner.

 

   

In the unlikely event that a ballot proposal is not addressed by the Proxy Voting Guidelines, the Proxy Voting Coordinator will consult with the Manager to confirm that the Proxy Voting Guidelines do not address the proxy issue. If confirmed, the Manager will refer the proposal to the Proxy Voting Committee for their consideration. The Proxy Voting Committee may review research and guidance issued by third party proxy voting service providers when making a vote determination. A vote determination must be approved in writing by not less than two Committee members before Operations may vote the ballot item. The rationale for making the determination will be documented by the Committee.

 

   

The Proxy Voting Coordinator may abstain from voting a proxy on behalf of a client account if the economic effect on shareholders’ interests or the value of the holding is indeterminable or insignificant (e.g., the security is no longer held in the client portfolio) or if the cost of voting the proxy outweighs the potential benefit (e.g., international proxies which share blocking practices may impose trading restrictions).

 

   

A secondary review of proxy votes submitted by the Proxy Voting Coordinator is performed by the Manager or his/her delegate on a regular basis, to verify that Parametric has voted all proxies and voted them consistent with the appropriate proxy voting guidelines.

 

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Proxy Voting Administration—Minneapolis Investment Center

From time to time, the Minneapolis Investment Center may be required to vote a proxy ballot on behalf of a client. Proxy ballots mailed to the Minneapolis Investment Center or sent directly to Broadridge are logged into ProxyEdge. The Minneapolis Operations Team is responsible for monitoring proxy ballots received. The Minneapolis Operations Team will request and receive instruction from the Proxy Voting Coordinator or Manager as how to vote the ballot in accordance with the firm’s Proxy Voting Guidelines.

Proxy Voting Committee

 

   

Parametric has established a Proxy Voting Committee (the “Committee”), which shall meet on a quarterly basis to oversee and monitor the firm’s proxy voting practices.

 

   

The Committee will consider requests (from clients or Portfolio Managers) to vote a proxy contrary to the firm’s Proxy Voting Guidelines. The Committee will document its rationale for approving or denying the request.

 

   

On an annual basis, the Committee will review the firm’s Proxy Voting Policies and Procedures and Proxy Voting Guidelines to ensure they are current, appropriate and designed to serve the best interests of clients and fund shareholders and recommend any changes to the Corporate Governance Committee.

 

   

In the event that Parametric deems it to be in a client’s best interest to engage a third party proxy voting service provider, the Committee will exercise due diligence to ensure that the service provider firm can provide objective research, make recommendations or vote proxies in an impartial manner and in the best interest of the client. This evaluation will consider the proxy voting firm’s business and conflict of interest procedures, and confirm that the procedures address the firm’s conflicts. On an annual basis, the Committee will evaluate the performance of any third-party proxy voting firms and reconsider if changes have impacted their conflict of interest procedures. Initial and ongoing due diligence evaluations shall be documented in writing.

Conflicts of interest

 

   

Using the criteria set by the Proxy Voting Committee the Compliance Department will identify and actively monitor potential conflicts of interest which may compromise the firm’s ability to vote a proxy ballot in the best interest of clients. Compliance will maintain a List of Potentially Conflicted Companies and provide it to Operations whenever it is updated. The list shall identify potential conflicts resulting from business relationships with clients, potential clients, service providers, and the firm’s affiliates.

 

   

All proxies are voted by Parametric in accordance with the firm’s Proxy Voting Guidelines. If a proxy ballot is received from an issuer on the List of Conflicted Companies and a proposal is not addressed by the Proxy Voting Guidelines, the Voting Coordinator will forward the proposal to the Manager to confirm that the guidelines do not address the proposal. If confirmed, the Manager will forward the proposal to the Proxy Voting Committee.

 

   

If the Proxy Voting Committee determines a material conflict exists, Parametric will refrain from voting the proxy until it has disclosed the conflict to clients and obtained their consent or instruction as how to vote the proxy. Parametric shall provide all necessary information to clients when seeking their instruction and/or consent in voting the proxy.

 

   

If a client is unresponsive and fails to provide Parametric with instruction or consent to vote the proxy, the Proxy Voting Committee shall make a good faith determination as how to vote the proxy (which may include abstaining from voting the proxy) and provide appropriate instruction to the Proxy Voting Coordinator. The Committee shall document the rationale for making its final determination.

Proxy Voting Disclosure Responsibilities

 

   

As a sub-adviser to various mutual funds registered under the Investment Company Act of 1940, Parametric will, upon each fund’s request, compile and transmit in a timely manner all data required to be filed on Form N-PX to the appropriate fund’s administrator or third party service provider designated by the fund’s administrator.

 

   

Parametric will promptly report any material changes to these policies and procedures to its mutual fund clients in accordance with their respective policies and procedures, to ensure that the revised policies and procedures may be properly reviewed by the funds’ Boards of Trustees/Directors and included in the funds’ annual registration statements.

 

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Solicitations and Information Requests

 

   

Parametric’s proxy voting policies and procedures are summarized and described to clients in Item 17 of the firm’s Form ADV Brochure (Form ADV Part 2A). Parametric will promptly provide a copy of these proxy voting policies and procedures, which may be updated from time to time, to a client upon their request.

 

   

Parametric’s Form ADV Brochure discloses to clients how they may obtain information from Parametric about how it voted proxies on their behalf. Parametric will provide proxy voting information free of charge upon written request.

 

   

Parametric will not reveal or disclose to any third-party how it may have voted or intends to vote a proxy until its vote has been counted at the respective shareholder’s meeting. Parametric may in any event disclose its general voting guidelines. No employee of Parametric may accept any benefit in the solicitation of proxies.

Compliance Review

 

   

On a regular basis, but not less than annually, the Compliance Department will review a sample of proxies voted to verify that Parametric has voted proxies in accordance with the firm’s proxy voting guidelines and in clients’ best interests.

 

   

On an annual basis, the Compliance Department will review the firm’s proxy voting policies and procedures, as required per Rule 206(4)-7, to confirm that they are adequate, effective, and designed to ensure that proxies are voted in clients’ best interests.

Class Actions

 

   

Parametric generally does not file or respond to class action claims on behalf of clients unless specifically obligated to do so under the terms of the client’s investment advisory agreement. Parametric will retain appropriate documentation regarding any determinations made on behalf of a client with regard to a class action claim or settlement.

Recordkeeping

 

   

Parametric will maintain proxy voting books and records in an easily accessible place for a period of six years, the first two years in the Seattle Investment Center.

 

   

Parametric will maintain all requisite proxy voting books and records, including but not limited to: (1) proxy voting policies and procedures, (2) proxy statements received on behalf of client accounts, (3) proxies voted, (4) copies of any documents that were material to making a decision how to vote proxies, and (5) client requests for proxy voting records and Parametric’s written response to any client request.

To Obtain Proxy Voting Information

Clients have the right to access any proxy voting activity taken on their behalf or the Proxy Voting Guidelines. Upon written request, this information will be provided free of charge.

 

Phone number (you may place a collect call if you wish): 206-694-5542

 

E-mail address: proxyinfo@paraport.com

In order to maintain confidentiality, Parametric will not provide voting records to any third party unless authorized by the client in writing.

 

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RBC Global Asset Management (UK) Limited (“RBC GAM”)

RBC GAM has adopted the Royal Bank of Canada Global Asset Management group (the “RBC GAM group”) Proxy Voting Policy and Guidelines and the related procedures which apply to all funds and client accounts over which the RBC GAM group entities have been delegated the authority to vote proxies.

The Proxy Voting Guidelines are comprehensive and set out detailed guidelines on areas that include (i) structure and independence of the board of directors; (ii) management and director compensation; (ii) takeover protection; (iii) shareholder rights and (iv) environmental and social shareholder proposals. The Proxy Voting guidelines are reviewed and updated on an annual basis as corporate governance best practice evolves.

A Proxy Voting Committee has been formed and is responsible for: (i) instances where it is in the best interests of a client to deviate from the Proxy Voting Guidelines based on the unique circumstances of a certain ballot item; (ii) where the proxy voting may give rise to an actual or perceived conflict of interest; or (iii) unusual circumstances regarding corporate action items. Proxy voting decisions are made by the Proxy Voting Committee based on a review of the voting matter with the portfolio managers and if the

Chief Investment Officer deems necessary with the Chief Executive Officer and/or the Board of Directors of the relevant RBC GAM Group entity. If any member of the Proxy Voting Committee is aware of a conflict of interest related to himself or herself and the exercise of the proxy voting rights, that member will excuse themselves from any discussions or decision making process concerning that proxy voting matter.

Institutional Shareholder Services (“ISS”) provides proxy voting administration services. ISS makes a recommendation as to how each ballot item should be voted in accordance with the Proxy Voting Guidelines. Each recommendation is reviewed by an internal proxy analyst prior to the vote being submitted.

Vaughan Nelson Investment Management, L.P. (“Vaughan Nelson”)

Vaughan Nelson utilizes the services of a Proxy Service Provider to assist in voting proxies. Vaughan Nelson undertakes to vote all client proxies in a manner reasonably expected to ensure the client’s best interest is upheld and in a manner that does not subrogate the client’s best interest to that of Vaughan Nelson’s in instances where a material conflict exists. Vaughan Nelson has created a Proxy Voting Guideline (“Guideline”) believed to be in the best interest of clients relating to common and recurring issues found within proxy voting material. The Guideline is the work product of Vaughan Nelson’s Investment Committee and it considers the nature of the firm’s business, the types of securities being managed and other sources of information including, but not limited to, research provided by an independent research firm, internal research, published information on corporate governance and experience. The Guideline helps to ensure voting consistency on issues common amongst issuers and to serve as evidence that a vote was not the product of a conflict of interest but rather a vote in accordance with a pre-determined policy. However, in many recurring and common proxy issues a “blanket voting approach” cannot be applied. In these instances the Guideline indicates that such issues will be addressed on a case-by-case basis in consultation with a portfolio manager to determine how to vote the issue in the client’s best interest.

In executing its duty to vote proxies for the client, a material conflict of interest may arise. Vaughan Nelson does not envision a large number of situations where a conflict of interest would exist, if any, between it and the client given the nature of its business, client base, relationships and the types of securities managed. Notwithstanding, if a conflict of interest arises Vaughan Nelson will undertake to vote the proxy or proxy issue in the client’s continued best interest. This will be accomplished by either casting the vote in accordance with the Guideline, if the application of such policy to the issue at hand involves little discretion on Vaughan Nelson’s part, or casting the vote as indicated by the independent third-party research firm. Vaughan Nelson, as an indirect subsidiary of a Bank Holding Company, is restricted from voting the shares it has invested in banking entities on the fund’s behalf in instances where the aggregate ownership of all the Bank Holding Company’s investment management subsidiaries exceed 5% of the outstanding share class of a bank. Where the aggregate ownership described exceeds the 5% threshold, the firm will instruct ISS, an independent third party, to vote the proxies in line with ISS’s recommendation.

Finally, there may be circumstances or situations that may preclude or limit the manner in which a proxy is voted. These may include: 1) mutual funds—whereby voting may be controlled by restrictions within the fund or the actions of authorized persons, 2) international securities—whereby the perceived benefit of voting an international proxy does not outweigh the anticipated costs of doing so, 3) new accounts—instances where security holdings assumed will be sold in the near term thereby limiting any benefit to be obtained by a vote of proxy material, 4) small combined holdings/unsupervised securities—where the firm does not have a significant holding or basis on which to offer advice, 5) a security is out on loan, or 6) securities held on record date but not held on meeting date.

 

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Wellington Management Company LLP (“Wellington Management”)

Wellington Management has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests of clients for whom it exercises proxy-voting discretion. Wellington Management’s Proxy Voting Guidelines (the “Guidelines”) set forth broad guidelines and positions on common proxy issues that Wellington Management uses in voting on proxies. In addition, Wellington Management also considers each proposal in the context of the issuer, industry and country or countries in which the issuer’s business is conducted. The Guidelines are not rigid rules and the merits of a particular proposal may cause Wellington Management to enter a vote that differs from the Guidelines.

STATEMENT OF POLICY

Wellington Management:

 

1)

Votes client proxies for which clients have affirmatively delegated proxy-voting authority, in writing, unless it determines that it is in the best interest of one or more clients to refrain from voting a given proxy.

 

2)

Votes all proxies in the best interests of the client for whom it is voting, i.e., to maximize economic value.

 

3)

Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client.

RESPONSIBILITY AND OVERSIGHT

The Investment Research Group (“Investment Research”) monitors regulatory requirements with respect to proxy voting and works with the firm’s Legal and Compliance Group and the Investment Stewardship Committee to develop practices that implement those requirements. Investment Research also acts as a resource for portfolio managers and research analysts on proxy matters as needed. Day-to-day administration of the proxy voting process is the responsibility of Investment Research. The Investment Stewardship Committee is responsible for oversight of the implementation of the Global Proxy Policy and Procedures, review and approval of the Guidelines and for providing advice and guidance on specific proxy votes for individual issuers.

PROCEDURES

Use of Third-Party Voting Agent

Wellington Management uses the services of a third-party voting agent to manage the administrative aspects of proxy voting. The voting agent processes proxies for client accounts, casts votes based on the Guidelines and maintains records of proxies voted.

Receipt of Proxy

If a client requests that Wellington Management votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington Management or its voting agent.

Reconciliation

Each public security proxy received by electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic format, are voted as received, Wellington Management is not able to reconcile these proxies to holdings, nor does it notify custodians of non-receipt.

Research

In addition to proprietary investment research undertaken by Wellington Management investment professionals, Investment Research conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance and of current practices of specific companies.

 

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Proxy Voting

Following the reconciliation process, each proxy is compared against the Guidelines, and handled as follows:

 

   

Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (i.e., “For”, “Against”, “Abstain”) are reviewed by Investment Research and voted in accordance with the Guidelines.

 

   

Issues identified as “case-by-case” in the Guidelines are further reviewed by Investment Research. In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or portfolio manager(s) for their input.

 

   

Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients’ proxies.

Wellington Management reviews regularly the voting record to ensure that proxies are voted in accordance with these Global Proxy Policy and Procedures and the Guidelines; and ensures that documentation and reports, for clients and for internal purposes, relating to the voting of proxies are promptly and properly prepared and disseminated.

Material Conflict of Interest Identification and Resolution Processes

Wellington Management’s broadly diversified client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest it faces in voting proxies. Annually, the Investment Stewardship Committee sets standards for identifying material conflicts based on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process. In addition, the Investment Stewardship Committee encourages all personnel to contact Investment Research about apparent conflicts of interest, even if the apparent conflict does not meet the published materiality criteria. Apparent conflicts are reviewed by designated members of the Investment Stewardship Committee to determine if there is a conflict and if so whether the conflict is material.

If a proxy is identified as presenting a material conflict of interest, the matter must be reviewed by designated members of the Investment Stewardship Committee, who will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Investment Stewardship Committee should convene.

OTHER CONSIDERATIONS

In certain instances, Wellington Management may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. While not exhaustive, the following are potential instances in which a proxy vote might not be entered.

Securities Lending

In general, Wellington Management does not know when securities have been lent out pursuant to a client’s securities lending program and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.

Share Blocking and Re-registration

Certain countries impose trading restrictions or requirements regarding re-registration of securities held in omnibus accounts in order for shareholders to vote a proxy. The potential impact of such requirements is evaluated when determining whether to vote such proxies.

Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs

Wellington Management may abstain from voting a proxy when the proxy statement or other available information is inadequate to allow for an informed vote, when the proxy materials are not delivered in a timely fashion or when, in Wellington Management’s judgment, the costs exceed the expected benefits to clients (such as when powers of attorney or consularization are required).

ADDITIONAL INFORMATION Wellington Management maintains records related to proxies pursuant to Rule 204-2 of the Investment Advisers Act of 1940 (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws. Wellington Management provides clients with a copy of its Global Proxy Policy and Procedures, including the Guidelines, upon written request. In addition, Wellington Management will make specific client information relating to proxy voting available to a client upon reasonable written request.

 

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Western Asset Management Company, LLC (“WAMCO”)

As WAMCO is a fixed-income only manager, the occasion to vote proxies is very rare. In the unlikely event a proxy vote is required, and the voting rights have not been reserved by the plan fiduciary, it is WAMCO’s policy to vote solely in the interests of plan participants and beneficiaries and for the exclusive purpose of providing economic benefits to them.

All WAMCO-voted proxies are logged when received, and the materials are then distributed to an appropriate portfolio manager or analyst who makes recommendations for the specific vote. Upon receipt of these recommendations, a member of WAMCO’s compliance team will log the rationales, and vote the proxy as per the recommendations, in accordance with the Firm’s Proxy Policy and Procedures.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS

[    ] LLP (“[    ]”) serves as the Trust’s independent registered public accounting firm. The Trust’s financial statements as of June 30, 2019 have been audited by [    ] whose address is [    ]. Such financial statements and accompanying report are set forth in the Trust’s Annual Report to Shareholders, which accompanies this Statement of Additional Information and is incorporated herein by reference.

 

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RATINGS APPENDIX

RATINGS FOR CORPORATE DEBT SECURITIES

 

Moody’s Investors Service, Inc.    Standard & Poor’s Ratings Services
Aaa    AAA
Judged to be of the best quality; smallest degree of investment risk.    This is the highest rating assigned by S&P to a debt obligation and indicates an extremely strong capacity to pay principal and interest.
Aa    AA
Judged to be of high quality by all standards; together with Aaa group, comprise what are generally known as “high grade bonds.”    Also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong.
A    A
Possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.    Strong capacity to pay principal and interest, although securities in this category are somewhat upper medium grade more susceptible to the adverse effects of changes in circumstances and economic conditions.
Baa    BBB
Medium grade obligations, i.e. they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for present but certain protective elements may be lacking or unreliable over time. Lacking in outstanding investment characteristics and have speculative characteristics as well.    Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Although they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category.
Ba    BB
Judged to have speculative elements: their future cannot be considered as well assured. Often the protection of interest and principal payments may every moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterize bonds in this class.    Bonds rated BB are regarded, on balance, as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

 

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B    B
Generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.   

Bonds rated B have a greater vulnerability to default but currently have the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal.

 

The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating.

Caa    CCC
Of poor standing, such issues may be in default or there may be present elements of danger with respect to principal or interest.   

Bonds rated CCC have a current vulnerability to default, and are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, they are not likely to have the capacity to pay interest and repay principal.

 

The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.

Ca    CC
Represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.   

Bonds rated CC have a current high vulnerability to default, and are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal.

 

The rating CC is also applied to debt subordinated to senior debt which is assigned an actual or implied CCC debt rating.

C    C
The lowest rated class; can be regarded as having extremely poor prospects of ever attaining any real investment standing.    The rating C is typically applied to debt subordinated to senior debt which is assigned an actual or implied CCC- debt rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.
   CI
   Reserved for income bonds on which no interest is being paid.
   D
   In payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P’s believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

RATINGS FOR MUNICIPAL SECURITIES

The following summarizes the two highest ratings used by Standard & Poor’s Ratings Services for short term municipal notes:

SP-1—Loans bearing this designation evidence a very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a (+) designation.

SP-2—Loans bearing this designation evidence a satisfactory capacity to pay principal and interest.

 

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The following summarizes the two highest ratings used by Moody’s Investors Service, Inc. for short term notes:

MIG-1—Obligations bearing these designations are of the best quality, enjoying strong protection from established cash flows of funds for their servicing or from established and broad-based access to the market for refinancing, or both.

MIG-1—Obligations bearing these designations are of the high quality, with margins of protection ample although not so large as in the preceding group.

RATINGS FOR COMMERCIAL PAPER

The following summarizes the two highest ratings used by Standard & Poor’s Ratings Services for commercial paper:

Commercial Paper rated A-1 by Standard & Poor’s Corporation indicated that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics are denoted A-1+. Capacity for timely payment on commercial paper rated A-2 is strong, but the relative degree of safety is not as high as for issues designated A-1.

The following summarizes the two highest ratings used by Moody’s Investors Service, Inc. for commercial paper:

The rating Prime-1 is the highest commercial paper rating assigned by Moody’s. Issuers rated Prime-1 (or related supporting institutions) are considered to have a superior capacity for repayment of short-term promissory obligations. Issuers rated Prime-2 (or related supporting institutions) are considered to have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics of issuers rated Prime-1 but to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternative liquidity is maintained.

The following summarizes the ratings used by Fitch for commercial paper:

When assigning ratings, Fitch considers the historical and prospective financial condition, quality of management, and operating performance of the issuer and of any guarantor, any special features of a specific issue or guarantee, the issue’s relationship to other obligations of the issuer, as well as developments in the economic and political environment that might affect the issuer’s financial strength and credit quality. In the case of a structured financing, the quality of its underlying assets and the integrity of its legal structure are considered. In the case of banks, for which sector there is a history of rescue by sovereign “lenders of last resort” or by major shareholders, the potential strength of any such support is also taken into account in the ratings.

FITCH, INC. (“Fitch Ratings”)

Corporate Finance Obligations—Long-Term Rating Scales

Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment. This notably applies to covered bonds ratings, which incorporate both an indication of the probability of default and of the recovery given a default of this debt instrument.

The relationship between issuer scale and obligation scale assumes an historical average recovery of between 30%–50% on the senior, unsecured obligations of an issuer. As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower, or the same as that entity’s issuer rating or Issuer Default Rating (“IDR”).

AAA—Highest credit quality. ‘AAA’ denotes the lowest expectation of credit risk. They are assigned only in cases of exceptionally strong capacity for timely 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 credit 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 credit 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.

 

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BBB—Good credit quality. ‘BBB’ ratings indicate that expectations of credit 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 credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.

B—Highly speculative. ‘B’ ratings indicate that material credit risk is present.

CCC—Substantial credit risk. ‘CCC’ ratings indicate that substantial credit risk is present.

CC—Very high levels of credit risk. ‘CC’ ratings indicate very high levels of credit risk.

C—Exceptionally high levels of credit risk. ‘C’ indicates exceptionally high levels of credit risk.

Defaulted obligations typically are not assigned ‘D’ ratings, but are instead rated in the ‘B’ to ‘C’ rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.

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’ obligation rating category, or to corporate finance obligation ratings in the categories below ‘B’.

The subscript ‘emr’ is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to market risk.

Short-Term Ratings Assigned to Obligations in Corporate, Public and Structured Finance

A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.

F-1 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.

F-2 Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.

F-3 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.

R-D Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.

D- Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.

 

144


Part C: OTHER INFORMATION

Item 28. Exhibits

 

(a)

  

(1)

  

Certificate of Trust filed on December 15, 1994 with the Secretary of State of Delaware (Incorporated herein by reference to Exhibit (a)(1) of Post-Effective Amendment No. 7 filed with the Securities and Exchange Commission on January 2, 1998).

  

(2)

  

Amended and Restated Declaration and Agreement of Trust (as amended March 8, 2010) (Incorporated herein by reference to Exhibit (a)(3) of Post-Effective Amendment No. 50 filed with the Securities and Exchange Commission on March 12, 2010).

(b)

  

Amended Bylaws of the Trust (as amended November 9, 1995, July 15, 1999, April 14, 2000, December 10, 2008, March 8, 2010, February 1, 2017 and March 26, 2019) is filed herewith.

(c)

  

[instruments defining right of security holders] (All relevant provisions included in Exhibit (a), as referenced above.)

(d)

  

Investment Advisory Agreements

  

(1)(a)

  

Amended and Restated Investment Advisory Agreement dated March 10, 2015 between the Trust and HC Capital Solutions (a division of, Hirtle, Callaghan & Co, LLC) related to The Value Equity Portfolio, The Growth Equity Portfolio, The Small Capitalization – Mid Capitalization Equity Portfolio, The International Equity Portfolio, The Short-Term Municipal Bond Portfolio, The Intermediate-Term Municipal Bond Portfolio, The Core Fixed Income Portfolio and The Fixed Income Opportunity Portfolio. (Incorporated herein by reference to Exhibit (d)(1)(g) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(1)(b)

  

Amended and Restated Investment Advisory Agreement dated March 10, 2015 between the Trust and HC Capital Solutions (a division of, Hirtle, Callaghan & Co, LLC) related to The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization – Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Commodity Related Securities Portfolio, The Intermediate Term Municipal Bond II Portfolio, The U.S. Government Fixed Income Securities Portfolio , The U.S. Corporate Fixed Income Securities Portfolio , The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio , The Inflation Protected Securities Portfolio and The ESG Growth Portfolio. (Incorporated herein by reference to Exhibit (d)(1)(h) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

 

C-1


        

  

(1)(c)

  

Appendix A dated December 15, 2015 to the Amended and Restated Investment Advisory Agreement between the Trust and HC Capital Solutions (a division of, Hirtle, Callaghan & Co, LLC) related to The Institutional Value Equity Portfolio, The Institutional Growth Equity Portfolio, The Institutional Small Capitalization – Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Institutional International Equity Portfolio, The Emerging Markets Portfolio, The Commodity Related Securities Portfolio, The Intermediate Term Municipal Bond II Portfolio, The U.S. Government Fixed Income Securities Portfolio , The U.S. Corporate Fixed Income Securities Portfolio , The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio, The Inflation Protected Securities Portfolio, The ESG Growth Portfolio and The Catholic SRI Growth Portfolio. (Incorporated by reference to Exhibit (d)(1)(i) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(2)(a)

  

Portfolio Management Agreement, dated July 27, 1995, between the Trust and Jennison Associates LLC related to The Growth Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(5)(a) of Post-Effective Amendment No. 41 filed with the Securities and Exchange Commission on October 15, 2008.)

  

(2)(b)

  

Amendment 1, dated September 1, 2003, to Portfolio Management Agreement dated July 27, 1995, between the Trust and Jennison Associates LLC related to The Growth Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(5)(b) of Post-Effective Amendment No. 43 filed with the Securities and Exchange Commission on August 31, 2009.)

  

(2)(c)

  

Amendment 2, dated November 1, 2004, to Portfolio Management Agreement dated July 27, 1995, between the Trust and Jennison Associates LLC related to The Growth Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(5)(c) to Post-Effective Amendment No. 31 filed with the Securities and Exchange Commission on August 30, 2007.)

  

(2)(d)

  

Amendment 3, dated April 30, 2012, to Portfolio Management Agreement dated July 27, 1995, between the Trust and Jennison Associates LLC related to The Growth Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(5)(d) of Post-Effective Amendment No. 60 filed with the Securities and Exchange Commission on August 29, 2012.)

  

(3)(a)

  

Portfolio Management Agreement, dated December 16, 1999, between the Trust and Frontier Capital Management LLC related to The Small Capitalization – Mid Capitalization Equity Portfolio (formerly, The Small Capitalization Equity Portfolio). (Incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment No. 14 filed with the Securities and Exchange Commission on June 23, 2000.)

  

(3)(b)

  

Amendment, dated September 1, 2003, to the Portfolio Management Agreement dated December 16, 1999, between the Trust and Frontier Capital Management LLC related to The Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(6)(b) to Post-Effective Amendment No. 31 filed with the Securities and Exchange Commission on August 30, 2007.)

 

C-2


        

  

(3)(c)

  

Second Amendment, dated March 11, 2015, to the Portfolio Management Agreement between the Trust and Frontier Capital Management LLC dated December 16, 1999 and first amended on September 1, 2003, related to The Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(4)(c) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(4)(a)

  

Portfolio Management Agreement, dated March 12, 2014, between the Trust and Artisan Partners Limited Partnership related to The International Equity Portfolio. (Incorporated by reference to Exhibit (d)(6)(b) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(4)(b)

  

Amendment No. 1, dated January 1, 2017, to the Portfolio Management Agreement dated March 12, 2014, between the Trust and Artisan Partners Limited Partnership related to The International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(4)(b) of Post-Effective Amendment No. 83 filed with the Securities and Exchange Commission on August 28, 2017.)

  

(5)

  

Portfolio Management Agreement, dated February 28, 2006, between the Trust and Breckinridge Capital Advisors, Inc. related to The Short-Term Municipal Bond Portfolio. (Incorporated by reference to Exhibit (d)(18)(b) of Post-Effective Amendment No. 29 filed with the Securities and Exchange Commission on September 1, 2006.)

  

(6)

  

Portfolio Management Agreement, dated May 22, 2006, between Causeway Capital Management LLC related to The International Equity Portfolio. (Incorporated by reference to Exhibit (d)(21) of Post-Effective Amendment No. 29 filed with the Securities and Exchange Commission on September 1, 2006.)

  

(7)(a)

  

Portfolio Management Agreement, dated June 30, 2008, between the Trust and Jennison Associates LLC related to The Institutional Growth Equity Portfolio. (Incorporated by reference to Exhibit (d)(24) of Post-Effective Amendment No. 40 filed with the Securities and Exchange Commission on September 4, 2008.)

  

(7)(b)

  

Amendment 1, dated April 30, 2012, to the Portfolio Management Agreement dated June 30, 2008, between the Trust and Jennison Associates LLC related to The Institutional Growth Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(18)(a) of Post-Effective Amendment No. 60 filed with the Securities and Exchange Commission on August 29, 2012.)

  

(8)(a)

  

Portfolio Management Agreement, dated June 30, 2008, between the Trust and Frontier Capital Management Company LLC related to The Institutional Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(27) of Post-Effective Amendment No. 41 filed with the Securities and Exchange Commission on October 15, 2008.)

  

(8)(b)

  

Second Amendment, dated March 11, 2015, to the Portfolio Management Agreement dated December 16, 1999 and first amended on September 1, 2003, between the Trust and Frontier Capital Management LLC related to The Institutional Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(14)(b) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

 

C-3


        

  

(9)(a)

  

Portfolio Management Agreement, dated March 12, 2014, between the Trust and Artisan Partners Limited Partnership related to The Institutional International Equity Portfolio. (Incorporated by reference to Exhibit (d)(17)(b) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(9)(b)

  

Amendment No. 1, dated January 1, 2017, to the Portfolio Management Agreement dated March 12, 2014, between the Trust and Artisan Partners Limited Partnership related to The Institutional International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(13)(b) of Post-Effective Amendment No. 83 filed with the Securities and Exchange Commission on August 28, 2017.)

  

(10)

  

Portfolio Management Agreement, dated August 13, 2008, between the Trust and Causeway Capital Management LLC related to The Institutional International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(34) of Post-Effective Amendment No. 41 filed with the Securities and Exchange Commission on October 15, 2008.)

  

(11)

  

Portfolio Management Agreement, dated January 7, 2009, between the Trust and Wellington Management Company LLP related to The Real Estate Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(34) of Post-Effective Amendment No. 44 filed with the Securities and Exchange Commission on October 14, 2009.)

  

(12)(a)_

  

Portfolio Management Agreement, dated December 23, 2008, between the Trust and Pacific Investment Management Company LLC with respect to The Institutional Value Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(37) of Post-Effective Amendment No. 43 filed with the Securities and Exchange Commission on August 31, 2009.)

  

(12)(b)

  

Portfolio Management Agreement, dated December 12, 2018, between the Trust and Pacific Investment Management Company LLC with respect to The Institutional Value Equity Portfolio (RAFI DMF) is filed herewith.

  

(13)(a)

  

Portfolio Management Agreement, dated December 23, 2008, between the Trust and Pacific Investment Management Company LLC with respect to The Institutional Growth Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(38) of Post-Effective Amendment No. 43 filed with the Securities and Exchange Commission on August 31, 2009.)

  

(13)(b)

  

Portfolio Management Agreement, dated December 12, 2018, between the Trust and Pacific Investment Management Company LLC with respect to The Institutional Growth Equity Portfolio (RAFI DMF) is filed herewith.

  

(14)(a)

  

Portfolio Management Agreement, dated February 11, 2009, between the Trust and Standish Mellon Asset Management Company LLC with respect to The Intermediate Term Municipal Bond Portfolio. (Incorporated herein by reference to Exhibit (d)(39) of Post-Effective Amendment No. 43 filed with the Securities and Exchange Commission on August 31, 2009.)

 

C-4


        

  

(14)(b)

  

Amendment, dated July 1, 2012, to the Portfolio Management Agreement dated February 11, 2009, between the Trust and Standish Mellon Asset Management Company LLC with respect to The Intermediate Term Municipal Bond Portfolio. (Incorporated herein by reference to Exhibit (d)(31)(a) of Post-Effective Amendment No. 60 filed with the Securities and Exchange Commission on August 29, 2012.)

  

(15)

  

Portfolio Management Agreement, dated August 28, 2009, between the Trust and Pzena Investment Management, LLC with respect to The Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(41) of Post-Effective Amendment No. 44 filed with the Securities and Exchange Commission on October 14, 2009.)

  

(16)

  

Portfolio Management Agreement, dated August 28, 2009, between the Trust and Pzena Investment Management, LLC with respect to The Institutional Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(43) of Post-Effective Amendment No. 44 filed with the Securities and Exchange Commission on October 14, 2009.)

  

(17)

  

Portfolio Management Agreement dated February 9, 2011, between the Trust and Pacific Investment Management Company LLC related to The Commodity Related Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(46) to Post- Effective Amendment No. 57 filed with the Securities and Exchange Commission on August 26, 2011.)

  

(18)(a)

  

Portfolio Management Agreement, dated April 1, 2010, between the Trust and Wellington Management Company LLP related to the Global Natural Resources Equity Strategy of The Commodity Related Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(47) of Post-Effective Amendment No. 53 filed with the Securities and Exchange Commission on June 18, 2010.)

  

(18)(b)

  

Amendment, effective March 11, 2015, to Portfolio Management Agreement, dated April 1, 2010, between the Trust and Wellington Management Company LLP related to the Global Natural Resources Equity Strategy of The Commodity Related Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(30)(b) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(19)

  

Portfolio Management Agreement, dated April 1, 2010, between the Trust and Wellington Management Company LLP related to the Commodity Futures Strategy of The Commodity Related Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(48) of Post-Effective Amendment No. 53 filed with the Securities and Exchange Commission on June 18, 2010.)

  

(20)

  

Portfolio Management Agreement, dated April 1, 2010, between the Trust and Breckinridge Capital Advisors, Inc. related to The Intermediate Term Municipal Bond II Portfolio. (Incorporated herein by reference to Exhibit (d)(49) of Post-Effective Amendment No. 53 filed with the Securities and Exchange Commission on June 18, 2010.)

  

(21)(a)

  

Portfolio Management Agreement, dated November 11, 2010, between the Trust and Mellon Capital Management Corporation related to The U.S. Government Fixed Income Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(50) to Post- Effective Amendment No. 57 filed with the Securities and Exchange Commission on August 26, 2011.)

 

C-5


        

  

(21)(b)

  

Amendment No. 1, dated December 1, 2012, to the Portfolio Management Agreement dated November 11, 2010, between the Trust and Mellon Capital Management Corporation related to The U.S. Government Fixed Income Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(45)(b) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(22)(a)

  

Portfolio Management Agreement, dated November 30, 2010, between the Trust and Mellon Capital Management Corporation related to The Core Fixed Income Portfolio. (Incorporated herein by reference to Exhibit (d)(55) to Post- Effective Amendment No. 57 filed with the Securities and Exchange Commission on August 26, 2011.)

  

(22)(b)

  

Amendment No. 1, dated December 1, 2012, to the Portfolio Management Agreement dated November 30, 2010, between the Trust and Mellon Capital Management Corporation related to The Core Fixed Income Portfolio1. (Incorporated herein by reference to Exhibit (d)(49)(b) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(23)(a)

  

Portfolio Management Agreement dated September 23, 2011 between the Trust and Lazard Asset Management LLC related to The Institutional International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(52) to Post-Effective Amendment No. 58 filed with the Securities and Exchange Commission on October 28, 2011.)

  

(23)(b)

  

Amendment No. 1, dated December 9, 2013, to the Portfolio Management Agreement between the Trust and Lazard Asset Management LLC dated September 23, 2011, related to The Institutional International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(39)(b) to Post-Effective Amendment No. 68 filed with the Securities and Exchange Commission on February 24, 2014.)

  

(24)(a)

  

Portfolio Management Agreement dated April 30, 2012 between the Trust and Fort Washington Investment Advisors, Inc., related to The Fixed Income Opportunity Portfolio. (Incorporated herein by reference to Exhibit (d)(55) of Post-Effective Amendment No. 60 filed with the Securities and Exchange Commission on August 29, 2012.)

  

(24)(b)

  

Amendment, dated July 1, 2012, to the Portfolio Management Agreement dated April 30, 2012 between the Trust and Fort Washington Investment Advisors, Inc., related to The Fixed Income Opportunity Portfolio. (Incorporated herein by reference to Exhibit (d)(55)(a) of Post-Effective Amendment No. 60 filed with the Securities and Exchange Commission on August 29, 2012.)

  

(25)

  

Portfolio Management Agreement, dated January 8, 2013, between the Trust and Mellon Capital Management Corporation related to The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(56) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(26)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Ariel Investments, LLC related to The Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(57) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

 

C-6


        

  

(27)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Ariel Investments, LLC related to The Institutional Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(58) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(28)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Commodity Returns Strategy Portfolio. (Incorporated herein by reference to Exhibit (d)(59) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(29)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Emerging Markets Portfolio. (Incorporated herein by reference to Exhibit (d)(60) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(30)(a)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Growth Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(61) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(30)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Growth Equity Portfolio is filed herewith.

  

(31)(a)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Institutional Growth Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(62) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(31)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Institutional Growth Equity Portfolio is filed herewith.

  

(32)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(63) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(33)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The International Equity Portfolio (EM Index). (Incorporated herein by reference to Exhibit (d)(64) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

 

C-7


        

  

(34)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Institutional International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(65) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(35)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Institutional International Equity Portfolio (EM Index). (Incorporated herein by reference to Exhibit (d)(66) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(36)(a)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(67) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(36)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Small Capitalization—Mid Capitalization Equity Portfolio is filed herewith.

  

(37)(a)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Institutional Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(68) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(37)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Institutional Small Capitalization—Mid Capitalization Equity Portfolio is filed herewith.

  

(38)(a)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Value Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(69) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(38)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Value Equity Portfolio is filed herewith.

  

(39)(a)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Institutional Value Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(70) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(39)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a/ Mellon Capital Management Corporation), related to The Institutional Value Equity Portfolio is filed herewith.

 

C-8


        

  

(40)

  

Portfolio Management Agreement, dated August 2, 2013, between the Trust and Mellon Capital Management Corporation related to The Real Estate Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(71) of Post-Effective Amendment No. 63 filed with the Securities and Exchange Commission on August 30, 2013.)

  

(41)

  

Portfolio Management Agreement, dated August 22, 2013, between the Trust and Mellon Capital Management Corporation related to The Fixed Income Opportunity Portfolio. (Incorporated herein by reference to Exhibit (d)(58) of Post-Effective Amendment No. 64 filed with the Securities and Exchange Commission on October 31, 2013.)

  

(42)

  

Portfolio Management Agreement, dated August 22, 2013, between the Trust and Mellon Capital Management Corporation related to The Core Fixed Income Portfolio (US Corporate Fixed Income). (Incorporated herein by reference to Exhibit (d)(59) of Post-Effective Amendment No. 64 filed with the Securities and Exchange Commission on October 31, 2013.)

  

(43)

  

Portfolio Management Agreement, dated August 22, 2013, between the Trust and Mellon Capital Management Corporation related to The U.S. Corporate Fixed Income Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(60) of Post-Effective Amendment No. 64 filed with the Securities and Exchange Commission on October 31, 2013.)

  

(44)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The Value Equity Portfolio. (Incorporated by reference to Exhibit (d)(56)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(45)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The Institutional Value Equity Portfolio. (Incorporated by reference to Exhibit (d)(57)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(46)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The Growth Equity Portfolio. (Incorporated by reference to Exhibit (d)(58)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(47)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The Institutional Growth Equity Portfolio. (Incorporated by reference to Exhibit (d)(59c)() of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(48)

  

Portfolio Management Agreement, dated August 8, 2014, between the Trust and Cadence Capital Management LLC related to The Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated by reference to Exhibit (d)(60)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

 

C-9


        

  

(49)

  

Portfolio Management Agreement, dated August 8, 2014, between the Trust and Cadence Capital Management LLC related to The Institutional Small Capitalization – Mid Capitalization Equity Portfolio. (Incorporated by reference to Exhibit (d)(61)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(50)

  

Portfolio Management Agreement, dated August 8, 2014, between the Trust and Cadence Capital Management LLC related to The Real Estate Securities Portfolio. (Incorporated by reference to Exhibit (d)(62)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(51)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The Commodity Returns Strategy Portfolio. (Incorporated by reference to Exhibit (d)(63)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(52)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The International Equity Portfolio (Developed). (Incorporated by reference to Exhibit (d)(64)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(53)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The International Equity Portfolio (Emerging). (Incorporated by reference to Exhibit (d)(65)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(54)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The Institutional International Equity Portfolio (Developed). (Incorporated by reference to Exhibit (d)(66)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(55)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The Institutional International Equity Portfolio (Emerging). (Incorporated by reference to Exhibit (d)(67)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(56)

  

Portfolio Management Agreement, dated June 30, 2016, between the Trust and Cadence Capital Management LLC related to The Emerging Markets Portfolio. (Incorporated by reference to Exhibit (d)(68)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

 

C-10


        

  

(57)

  

Portfolio Management Agreement, dated March 1, 2014, between the Trust and Mellon Capital Management Corporation related to The Inflation Protected Securities Portfolio. (Incorporated by reference to Exhibit (d)(74) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(58)(a)

  

Portfolio Management Agreement, dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Value Equity Portfolio (Defensive). (Incorporated by reference to Exhibit (d)(75) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(58)(b)

  

Amendment (Fee), dated March 19, 2015, to the Portfolio Management Agreement, dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Value Equity Portfolio (Defensive). (Incorporated herein by reference to Exhibit (d)(75)(c) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(59)(a)

  

Portfolio Management Agreement, dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Value Equity Portfolio (Defensive). (Incorporated by reference to Exhibit (d)(76) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(59)(b)

  

Amendment (Fee), dated March 19, 2015, to the Portfolio Management Agreement dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Value Equity Portfolio (Defensive). (Incorporated herein by reference to Exhibit (d)(76)(c) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(60)(a)

  

Portfolio Management Agreement, dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Growth Equity Portfolio (Defensive). (Incorporated by reference to Exhibit (d)(77) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(60)(b)

  

Amendment, dated March 19, 2015 to the Portfolio Management Agreement dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Growth Equity Portfolio (Defensive). (Incorporated herein by reference to Exhibit (d)(77)(b) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(61)(a)

  

Portfolio Management Agreement, dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Growth Equity Portfolio (Defensive). (Incorporated by reference to Exhibit (d)(78) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(61)(b)

  

Amendment dated March 19, 2015, to the Portfolio Management Agreement dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Growth Equity Portfolio (Defensive). (Incorporated herein by reference to Exhibit (d)(78)(b) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

 

C-11


        

  

(62)(a)

  

Portfolio Management Agreement, dated July 28, 2014, between the Trust and Western Asset Management Company (“WAMCO”) related to The Fixed Income Opportunity Portfolio (Incorporated by reference to Exhibit (d)(79) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(62)(b)

  

Amendment, dated August 29, 2014, to Portfolio Management Agreement dated July 28, 2014, between the Trust and Western Asset Management Company (“WAMCO”) related to The Fixed Income Opportunity Portfolio. (Incorporated by reference to Exhibit (d)(78) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(63)

  

Portfolio Management Agreement, dated January 23, 2015, between the Trust and City of London Investment Management Company Limited related to The International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(81) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(64)

  

Portfolio Management Agreement, dated January 23, 2015, between the Trust and City of London Investment Management Company Limited related to The Institutional International Equity Portfolio. (Incorporated herein by reference to Exhibit (d)(82) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(65)

  

Portfolio Management Agreement, dated July 22, 2015, between the Trust and City of London Investment Management Company Limited related to The Emerging Markets Portfolio. (Incorporated by reference to Exhibit (d)(78)(b) of Post-Effective Amendment No. 75 filed with the Securities and Exchange Commission on August 28, 2015.)

  

(66)

  

Portfolio Management Agreement, dated January 23, 2015, between the Trust and City of London Investment Management Company Limited related to The Fixed Income Opportunity Portfolio. (Incorporated herein by reference to Exhibit (d)(84) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(67)

  

Portfolio Management Agreement, dated March 13, 2015, between the Trust and Agincourt Capital Management, LLC (“Agincourt”) related to The Core Fixed Income Portfolio. (Incorporated herein by reference to Exhibit (d)(85) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(68)

  

Portfolio Management Agreement, dated March 13, 2015, between the Trust and Agincourt Capital Management, LLC (“Agincourt”) related to The U.S. Corporate Fixed Income Securities Portfolio. (Incorporated herein by reference to Exhibit (d)(86) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(69)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates LLC related to The Small Capitalization—Mid Capitalization Equity Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(87) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

 

C-12


        

  

(70)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates LLC related to The Institutional Small Capitalization—Mid Capitalization Equity Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(88) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(71)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates LLC related to The Real Estate Securities Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(89) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(72)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates LLC related to The Commodity Returns Strategy Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(90) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(73)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates LLC related to The International Equity Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(91) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(74)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates LLC related to The Institutional International Equity Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(92) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(75)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates LLC related to The Emerging Markets Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(93) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(76)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates LLC related to The Fixed Income Opportunity (Liquidity). (Incorporated herein by reference to Exhibit (d)(94) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(77)

  

Portfolio Management Agreement, dated June 9, 2015, between the Trust and Agincourt Capital Management, LLC related to The ESG Growth Portfolio. (Incorporated by reference to Exhibit (d)(90) of Post-Effective Amendment No. 75 filed with the Securities and Exchange Commission on August 28, 2015.)

  

(78)(a)

  

Portfolio Management Agreement, dated June 23, 2015, between the Trust and Mellon Capital Management Corporation related to The ESG Growth Portfolio. (Incorporated by reference to Exhibit (d)(79)(a) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.)

 

C-13


        

  

(78)(b)

  

Amendment dated September 13, 2016 to the Portfolio Management Agreement, dated June 23, 2015, between the Trust and Mellon Capital Management Corporation related to The ESG Growth Portfolio. (Incorporated by reference to Exhibit (d)(86)(b) of Post-Effective Amendment No. 81 filed with the Securities and Exchange Commission on October 28, 2016.)

  

(78)(c)

  

Amendment, dated September 12, 2017, to the Portfolio Management Agreement dated June 23, 2015, between the Trust and Mellon Capital Management Corporation related to The ESG Growth Portfolio. (Incorporated by reference to Exhibit (d)(86)(c) of Post-Effective Amendment No. 84 filed with the Securities and Exchange Commission on October 27, 2017.)

  

(78)(d)

  

Third Amendment, dated June 23, 2018, to the Portfolio Management Agreement dated June 23, 2015, between the Trust and BNY Mellon Asset Management North America Corporation (formerly Mellon Capital Management Corporation) related to The ESG Growth Portfolio. (Incorporated by reference to Exhibit (d)(79)(d) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(78)(e)

  

Fourth Amendment, dated March 26, 2019, to the Portfolio Management Agreement dated June 23, 2015, between the Trust and Mellon Investments Corporation (f/k/a BNY Mellon Asset Management North America Corporation and f/k/a Mellon Capital Management Corporation) related to The ESG Growth Portfolio is filed herewith.

  

(79)

  

Portfolio Management Agreement, dated June 9, 2015, between the Trust and Parametric Portfolio Associates, LLC related to The ESG Growth Portfolio (Liquidity). (Incorporated by reference to Exhibit (d)(93) of Post-Effective Amendment No. 75 filed with the Securities and Exchange Commission on August 28, 2015.)

  

(80)

  

Portfolio Management Agreement, dated December 15, 2015, between the Trust and Agincourt Capital Management, LLC related to The Catholic SRI Growth Portfolio (Incorporated by reference to Exhibit (d)(94) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(81)(a)

  

Portfolio Management Agreement, dated December 15, 2015, between the Trust and Mellon Capital Management Corporation related to The Catholic SRI Growth Portfolio. (Incorporated by reference to Exhibit (d)(96) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(81)(b)

  

Amendment, dated September 13, 2016, to the Portfolio Management Agreement dated December 15, 2015, between the Trust and Mellon Capital Management Corporation related to The Catholic SRI Growth Portfolio. (Incorporated by reference to Exhibit (d)(90)(b) of Post-Effective Amendment No. 81 filed with the Securities and Exchange Commission on October 28, 2016.)

  

(81)(c)

  

Second Amendment, dated December 5, 2017, to the Portfolio Management Agreement dated December 15, 2015, between the Trust and Mellon Capital Management Corporation related to The Catholic SRI Growth Portfolio. (Incorporated by reference to Exhibit (d)(82)(c) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

 

C-14


        

  

(81)(d)

  

Third Amendment, dated June 23, 2018, to the Portfolio Management Agreement dated June 23, 2015, between the Trust and BNY Mellon Asset Management North America Corporation (formerly Mellon Capital Management Corporation) related to The Catholic SRI Growth Portfolio. (Incorporated by reference to Exhibit (d)(82)(d) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(81)(e)

  

Fourth Amendment, dated March 26, 2019, to the Portfolio Management Agreement, dated June 23, 2015, between the Trust and Mellon Investments Corporation (f/k/a BNY Mellon Asset Management North America Corporation and f/k/a Mellon Capital Management Corporation) related to The Catholic SRI Growth Portfolio is filed herewith.

  

(82)

  

Portfolio Management Agreement, dated December 15, 2015, between the Trust and Parametric Portfolio Associates, LLC related to The Catholic SRI Growth Portfolio (Liquidity). (Incorporated by reference to Exhibit (d)(97) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(83)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Catholic SRI Growth Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(98) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(84)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Value Equity Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(99) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(85)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Value Equity Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(100) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(86)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Growth Equity Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(101) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(87)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Growth Equity Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(102) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(88)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Small Capitalization—Mid Capitalization Equity Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(103) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(89)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Small Capitalization—Mid Capitalization Equity Portfolio. (Targeted) (Incorporated by reference to Exhibit (d)(104) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

 

C-15


        

  

(90)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Real Estate Securities Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(105) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(91)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Commodity Returns Strategy Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(106) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(92)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The ESG Growth Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(107) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(93)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Catholic SRI Growth Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(108) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(94)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The International Equity Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(109) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(95)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional International Equity Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(110) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(96)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Emerging Markets Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(111) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(97)

  

Portfolio Management Agreement, dated June 14, 2016, between the Trust and Parametric Portfolio Associates, LLC related to The Fixed Income Opportunity Portfolio (Targeted). (Incorporated by reference to Exhibit (d)(112) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(98)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates, LLC related to The Value Equity Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(75)(b) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

 

C-16


        

  

(99)

  

Portfolio Management Agreement, dated March 19, 2015, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Value Equity Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(76)(b) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(100)

  

Portfolio Management Agreement, dated March 24, 2016, between the Trust and Vaughan Nelson Investment Management L.P. related to The Commodity Returns Strategy Portfolio. (Incorporated by reference to Exhibit (d)(115) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(101)

  

Portfolio Management Agreement, dated July 29, 2016, between the Trust and RBC Global Asset Management (UK) Limited related to The Emerging Markets Portfolio. (Incorporated by reference to Exhibit (d)(1116) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(102)

  

Portfolio Management Agreement, dated September 30, 2016, between the Trust and Advisory Research, Inc. related to The Small Capitalization—Mid Capitalization Equity Portfolio. (Incorporated by reference to Exhibit (d)(111) of Post-Effective Amendment No. 81 filed with the Securities and Exchange Commission on October 28, 2016.)

  

(103)

  

Portfolio Management Agreement, dated September 30, 2016, between the Trust and Advisory Research, Inc. related to The Institutional Small Capitalization—Mid Capitalization Equity Portfolio. (Incorporated by reference to Exhibit (d)(112) of Post-Effective Amendment No. 81 filed with the Securities and Exchange Commission on October 28, 2016.)

  

(104)

  

Amendment (Fee), dated March 19, 2015, to the Portfolio Management Agreement dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Growth Equity Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(77)(c) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(105)

  

Amendment (Fee), dated March 19, 2015, to the Portfolio Management Agreement dated July 18, 2014, between the Trust and Parametric Portfolio Associates, LLC related to The Institutional Growth Equity Portfolio (Liquidity). (Incorporated herein by reference to Exhibit (d)(78)(c) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(106)

  

Portfolio Management Agreement, dated March 14, 2018, between the Trust and Parametric Portfolio Associates, LLC related to The Value Equity Portfolio (Tax Managed) (Incorporated by reference to Exhibit (d)(107) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.)

  

(107)

  

Portfolio Management Agreement, dated March 14, 2018, between the Trust and Parametric Portfolio Associates, LLC related to The Growth Equity Portfolio (Tax Managed). (Incorporated by reference to Exhibit (d)(108) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

 

C-17


        

  

(108)

  

Portfolio Management Agreement, dated March 14, 2018, between the Trust and Parametric Portfolio Associates, LLC related to The Small Capitalization—Mid Capitalization Equity Portfolio (Tax Managed). (Incorporated by reference to Exhibit (d)(109) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(109)

  

Portfolio Management Agreement, dated March 14, 2018, between the Trust and Parametric Portfolio Associates, LLC related to The International Equity Portfolio (Tax Managed). (Incorporated by reference to Exhibit (d)(110) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(110)

  

Portfolio Management Agreement, dated March 14, 2018, between the Trust and Parametric Portfolio Associates, LLC related to The Emerging Markets Portfolio (Tax Managed). (Incorporated by reference to Exhibit (d)(111) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(111)

  

Portfolio Management Agreement, dated March 14, 2018, between the Trust and Parametric Portfolio Associates, LLC related to The Commodity Returns Strategy Portfolio (Tax Managed). (Incorporated by reference to Exhibit (d)(112) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(112)(a)

  

Portfolio Management Agreement, dated June 13, 2018, between the Trust and City of London Investment Management Company Limited related to The Intermediate Term Municipal Bond Portfolio. (Incorporated by reference to Exhibit (d)(113)(a) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(112)(b)

  

Amendment No. 1, dated July 27, 2018, to the Portfolio Management Agreement dated June 13, 2018, between the Trust and City of London Investment Management Company Limited related to The Intermediate Term Municipal Bond Portfolio. (Incorporated by reference to Exhibit (d)(113)(b) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(113)(a)

  

Portfolio Management Agreement, dated June 13, 2018, between the Trust and City of London Investment Management Company Limited related to The Intermediate Term Municipal Bond II Portfolio. (Incorporated by reference to Exhibit (d)(114)(a) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(113)(b)

  

Amendment No. 1, dated July 27, 2018, to the Portfolio Management Agreement dated June 13, 2018, between the Trust and City of London Investment Management Company Limited related to The Intermediate Term Municipal Bond II Portfolio. (Incorporated by reference to Exhibit (d)(114)(b) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

(e)      

Distribution Agreement, dated February 1, 2019, between the Trust and Unified Financial Securities, LLC is filed herewith.

(f)      

[bonus, pension and profit-sharing plans] Not Applicable.

 

C-18


(g)

  

(1)(a)

  

Custodian Agreement, dated February, 2006 between State Street Bank and Trust Company and the Trust. (Incorporated herein by reference to Exhibit (g)(a) of Post-Effective Amendment No. 30 filed with the Securities and Exchange Commission on October 31, 2006.)

  

(1)(b)

  

Revised Schedule D, dated December 15, 2015, to the Custodian Agreement dated February, 2006, between State Street Bank and Trust Company and the Trust. (Incorporated by reference to Exhibit (g)(1)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(2)

  

Foreign Custody Manager Delegation Agreement dated July 2, 2001, between Bankers Trust Company and the Trust. (Incorporated herein by reference to Exhibit (g)(b) of Post-Effective Amendment No. 17 filed with the Securities and Exchange Commission on August 31, 2001.)

  

(3)(a)

  

Global Securities Lending Agency Agreement, dated May 30, 2014, between Citibank, N.A. and the Trust. (Incorporated by reference to Exhibit (g)(1)(d) of Post-Effective Amendment No. 70 filed with the Securities and Exchange Commission on October 29, 2014.)

  

(3)(b)

  

Exhibit A, dated February 12, 2019, to the Global Securities Lending Agency Agreement, dated May 30, 2014, between Citibank, N.A. and the Trust is filed herewith.

  

(3)(c)

  

First Amendment, dated July 29, 2015, to the Global Securities Lending Agency Agreement dated May 30, 2014, between Citibank, N.A. and the Trust. (Incorporated by reference to Exhibit (g)(3)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(3)(d)

  

Second Amendment, dated August 15, 2017, to the Global Securities Lending Agency Agreement dated May 30, 2014, between Citibank, N.A. and the Trust. (Incorporated by reference to Exhibit (g)(3)(d) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

  

(3)(e)

  

Third Amendment, dated March 27, 2018, to the Global Securities Lending Agency Agreement dated May 30, 2014, between Citibank, N.A. and the Trust. (Incorporated by reference to Exhibit (g)(3)(e) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.).

(h)

  

Other Material Agreements

  

(1)(a)

  

Letter Agreement (a/k/a Compliance Services Agreement) between the Trust and Alaric Compliance Services LLC dated December 18, 2008. (Incorporated herein by reference to Exhibit (h)(6) of Post-Effective Amendment No. 43 filed with the Securities and Exchange Commission on August 31, 2009.)

  

(1)(b)

  

Amendment, dated January 1, 2010, to Letter Agreement (a/k/a Compliance Services Agreement) dated December 18, 2008,, between the Trust and Alaric Compliance Services LLC. (Incorporated by reference to Exhibit (h)(1)(b) of Post-Effective Amendment No. 81 filed with the Securities and Exchange Commission on October 28, 2016.)

 

C-19


        

  

(1)(c)

  

Second Amendment, dated December 31, 2014, to Letter Agreement (a/k/a Compliance Services Agreement) dated December 18, 2008 between the Trust and Alaric Compliance Services, LLC. (Incorporated herein by reference to Exhibit (h)(4)(c) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(1)(d)

  

Third Amendment, dated December 15, 2015, to Letter Agreement (a/k/a Compliance Services Agreement) dated December 18, 2008 between the Trust and Alaric Compliance Services LLC. (Incorporated by reference to Exhibit (h)(1)(d) of Post-Effective Amendment No. 81 filed with the Securities and Exchange Commission on October 28, 2016.)

  

(1)(e)

  

Fourth Amendment, dated January 1, 2018, to Letter Agreement (a/k/a Compliance Services Agreement) dated December 18, 2008, between the Trust and Alaric Compliance Services LLC. (Incorporated by reference to Exhibit (h)(1)(e) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.)

  

(2)(a)

  

Services Agreement, dated June 11, 2014, between the Trust and Citi Fund Services Ohio, Inc. (Incorporated by reference to Exhibit (h)(5) of Post-Effective Amendment No. 75 filed with the Securities and Exchange Commission on August 28, 2015.)

  

(2)(b)

  

Amendment, dated March 31, 2015, to Services Agreement between the Trust and Citi Fund Services Ohio, Inc. dated June 11, 2014. (Incorporated herein by reference to Exhibit (h)(6) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(2)(c)

  

Revised Schedule 5, dated December 15, 2015, to the Services Agreement dated June 11, 2014, between the Trust and Citi Fund Services Ohio, Inc. (Incorporated by reference to Exhibit (h)(5)(c) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(2)(d)

  

Amendment, dated March 13, 2018, to Services Agreement between the Trust and Citi Fund Services Ohio, Inc. dated June 11, 2014. (Incorporated by reference to Exhibit (h)(2)(d) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.)

  

(2)(e)

  

Amendment, dated March 26, 2019, to Services Agreement between the Trust and Citi Fund Services Ohio, Inc. dated June 11, 2014 is filed herewith.

     

(3)(a) Transfer Agency Services Agreement, dated March 27, 2015, between the Trust and Citi Fund Services Ohio, Inc. (Incorporated herein by reference to Exhibit (h)(7) of Post-Effective Amendment No. 72 filed with the Securities and Exchange Commission on April 17, 2015.)

  

(3)(b)

  

Revised Schedule 5, dated December 15, 2015, to the Transfer Agency Services Agreement dated March 27, 2015, between the Trust and Citi Fund Services Ohio, Inc. (Incorporated by reference to Exhibit (h)(6)(b) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(3)(c)

  

Amendment, dated December 6, 2016, to the Transfer Agency Services Agreement dated March 27, 2015, between the Trust and FIS Investor Services LLC. (Incorporated herein by reference to Exhibit (h)(3)(c) of Post-Effective Amendment No. 83 filed with the Securities and Exchange Commission on August 28, 2017.)

 

C-20


  

(4)

  

Adoption Agreement, dated January 31, 2018, between the Trust and BNY Mellon Asset Management North America Corporation. (Incorporated by reference to Exhibit (h)(4) of Post-Effective Amendment No. 85 filed with the Securities and Exchange Commission on August 28, 2018.)

  

(5)

  

Sub-Advisory Agreement, dated December 12, 2018, between Pacific Investment Management Company LLC and Parametric Portfolio Associates LLC is filed herewith.

  

(6)

  

Index License Agreement, dated February 26, 2019, between the Trust and RAFI Indices, LLC is filed herewith.

(i)

  

[Opinion of Counsel] Not Applicable.

(j)

  

Consent of Independent Registered Public Accounting Firm(to be filed by Post-Effective Amendment).

(k)

  

[Omitted Financial Statements] Not Applicable.

(l)

  

[Agreements regarding initial capital] Not Applicable.

(m)

  

Rule 12b-1 plan adopted December 10, 2009, revised March 8, 2010. (Incorporated herein by reference to Exhibit (m) of Post-Effective Amendment No. 54 filed with the Securities and Exchange Commission on August 27, 2010.)

(n)

  

Plan pursuant to Rule 18f-3 adopted December 10, 2009, revised March 8, 2010. (Incorporated herein by reference to Exhibit (n) of Post-Effective Amendment No. 54 filed with the Securities and Exchange Commission on August 27, 2010.)

(o)

  

Reserved.

(p)

  

(1)

  

Integrity Policy, dated July 1, 2016, adopted by Hirtle Callaghan & Co. LLC. (Incorporated herein by reference to Exhibit (p)(1) of Post-Effective Amendment No. 83 filed with the Securities and Exchange Commission on August 28, 2017.)

  

(2)

  

Code of Ethics, dated August 17, 2018, adopted by Artisan Partners Limited Partnership is filed herewith.

  

(3)

  

Code of Ethics, dated December 2018, adopted by Frontier Capital Management Company LLC is filed herewith.

  

(4)

  

Code of Ethics, dated June 3, 2019, adopted by Causeway Capital Management LLC is filed herewith.

  

(5)

  

Code of Ethics, dated April 30, 2017, adopted by Wellington Management Company LLP. (Incorporated by reference to Exhibit (p)(7) of Post-Effective Amendment No. 84 filed with the Securities and Exchange Commission on October 27, 2017.)

  

(6)

  

Code of Ethics, dated June 4, 2019 adopted by Breckinridge Capital Advisors, Inc. is filed herewith.

 

C-21


        

  

(7)

  

Code of Ethics and Personal Trading Policy, dated November 26, 2018, adopted by Jennison Associates LLC is filed herewith.

  

(8)

  

Code of Ethics, dated February, 2019, adopted by Pzena Investment Management, LLC is filed herewith.

  

(9)

  

Code of Ethics, dated April, 2019, adopted by Pacific Investment Management Company LLC is filed herewith.

  

(10)

  

The Personal Securities Trading Policy, dated January 15, 2019, adopted by Mellon Investments Corporation is filed herewith.

  

(11)

  

The Code of Conduct, dated June, 2019, adopted by Mellon Investments Corporation is filed herewith

  

(12)

  

Code of Ethics, dated March 19, 2019, adopted by Advisory Research, Inc. is filed herewith.

  

(13)

  

Code of Ethics, dated September 1 2018, adopted by Lazard Asset Management LLC is filed herewith.

  

(14)

  

Code of Ethics, dated June 14, 2016, adopted by HC Capital Trust. (Incorporated by reference to Exhibit (p)(18) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(15)

  

Code of Ethics, dated September 30, 2016 and Exhibit A, dated March 1, 2019, adopted by Ultimus Asset Services, LLC and Unified Financial Securities, LLC is filed herewith.

  

(16)

  

Code of Ethics, dated April 1, 2019, adopted by Fort Washington Investment Advisors, Inc. is filed herewith.

  

(17)

  

Investment Advisers Code of Ethics, dated January 1, 2019, adopted by Cadence Capital Management LLC is filed herewith.

  

(18)

  

Code of Ethics, dated December 31, 2018, adopted by Ariel Investments, LLC is filed herewith.

  

(19)

  

Code of Ethics, dated January 30, 2019, adopted by Parametric Portfolio Associates LLC is filed herewith.

  

(20)

  

Code of Ethics, dated January 1, 2016, adopted by Western Asset Management Company. (Incorporated by reference to Exhibit (p)(24) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.)

  

(21)

  

The Code of Ethics, dated February 28, 2019, adopted by Vaughan Nelson Investment Management L.P. is filed herewith.

  

(22)

  

The Code of Ethics, dated March, 2019, adopted by RBC Global Asset Management (UK) Limited is filed herewith.

  

(23)

  

The Code of Ethics, dated February, 2019, adopted by City of London Investment Management Company Limited is filed herewith.

 

C-22


        

  

(24)

  

The Code of Ethics, dated January 2016, adopted by Agincourt Capital Management, LLC. (Incorporated by reference to Exhibit (p)(32) of Post-Effective Amendment No. 80 filed with the Securities and Exchange Commission on August 29, 2016.).

Item 29.

     

Persons Controlled by or Under Common Control with the Fund

     

HC Commodity Related Securities Fund, Ltd.

Item 30.

     

Indemnification

     

Reference is made to Article VII of the Trust’s Amended and Restated and Declaration of Trust and to Article VI of the Trust’s By-Laws, which are incorporated herein by reference. Pursuant to Rule 484 under the Securities Act of 1933 (the “Act”), as amended, the Trust furnishes the following undertaking:

Insofar as indemnification for liabilities arising under the Act may be permitted to trustees, officers and controlling persons of the Trust pursuant to the foregoing provisions, or otherwise, the Trust has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Trust of expenses incurred or paid by a trustee, officer or controlling person of the Trust in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Trust will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

C-23


Item 31.

Business and Other Connections of the Investment Adviser

Information relating to the business and other connections of each of the Specialist Managers listed below and each director, officer or partner of such managers, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two fiscal years, are hereby incorporated by reference from each such Specialist Manager’s Schedules A and D of Form ADV, as filed with the Securities and Exchange Commission, as follows:

 

Investment Manager

  

SEC File No. 801-

Advisory Research, Inc.

   14172

Agincourt Capital Management, LLC

   56592

Ariel Investments, LLC

   18767

Artisan Partners Limited Partnership

   70101

Breckinridge Capital Advisors, Inc.

   43833

Cadence Capital Management LLC

   48186

Causeway Capital Management LLC

   60343

City of London Investment Management Company Limited

   46266

Fort Washington Investment Advisors Inc.

   37235

Frontier Capital Management Company LLC

   15724

Jennison Associates LLC

   5608

Lazard Asset Management LLC

   61701

Mellon Investments Corporation

   19785

Pacific Investment Management Company LLC

   48187

Parametric Portfolio Associates LLC

   60485

Pzena Investment Management, LLC

   50838

RBC Global Asset Management (UK) Limited

   78436

Vaughan Nelson Investment Management L.P.

   51795

Wellington Management Company LLP

   15908

Western Asset Management Company

   8162

HC Capital Solutions, an operating division of Hirtle, Callaghan & Co., LLC (“HC Capital”), has entered into an Investment Advisory Agreement with the Trust under which HC Capital has investment discretion with regard to the assets of the Trust. Information regarding the business and other connections of HC Capital’s officers and directors, together with information as to their other business, profession, vocation or employment of a substantial nature during the past two fiscal years, is incorporated by reference to Schedules A and D of HC Capital’s Form ADV, File No. 801-32688, which has been filed with the Securities and Exchange Commission.

 

C-24


Item 32.

Principal Underwriters.

 

(a)

Unified Financial Securities, LLC, the Registrant’s underwriter, also serves as underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

 

1.

  

American Pension Investors Trust

2.

  

The Bruce Fund

3.

  

Unified Series Trust

4.

  

Valued Advisers Trust

5.

  

Capitol Series Trust

6.

  

Cross Shore Discovery Fund

7.

  

Commonwealth International Series Trust

 

(b)

The directors and officers of Unified Financial Securities, LLC are as follows:

 

(1)

Name and Principal

Business Address

  

(2)

Positions and Offices

with Distributor

  

(3)

Positions and Offices

With Registrant

Robert G. Dorsey1    Member    None
Mark J. Seger1    Member    None
Gary Tenkman1    Member    None
Kevin M. Guerette1    President    None
Stephen L. Preston1    Chief Compliance Officer and Anti-Money Laundering Officer    None
Karyn E. Cunningham2    Financial and Operations Principal    None

 

1

The principal business address of these individuals is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

2

The principal business address of this individual is 9465 Counselors Row, Suite 200, Indianapolis, IN 46240.

(c) Not applicable.

 

C-25


Item 33.

Location of Accounts and Records.

 

        

  

(a)

  

State Street Bank and Trust Company, State Street Financial Center, One Lincoln St., Boston, Massachusetts 02111 (records relating to its function custodian.)

  

(b)

  

Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219

  

(c)

  

FIS Investor Services LLC, 4249 Easton Way, Suite 400, Columbus, OH 43219

  

(d)

  

Records relating to the activities of each of the Investment Managers on behalf of the indicated Portfolio are maintained as follows:

        

  

Investment Manager

  

Location of Accounts and Records

  

The Value Equity Portfolio

  
  

Cadence Capital Management LLC

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

The Institutional Value Equity Portfolio

  
  

Cadence Capital Management LLC

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Pacific Investment Management Company LLC

  

650 Newport Center Drive

     

Newport Beach, CA 92660

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

The Growth Equity Portfolio

  
  

Jennison Associates LLC

  

466 Lexington Ave.

     

New York, NY 10017

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Cadence Capital Management LLC

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

 

C-26


        

  

The Institutional Growth Equity Portfolio

  
  

Jennison Associates LLC

  

466 Lexington Ave.

     

New York, NY 10017

  

Pacific Investment Management Company LLC

  

650 Newport Center Drive

     

Newport Beach, CA 92660

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Cadence Capital Management LLC

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

The Small Capitalization – Mid Capitalization Equity Portfolio

  

Frontier Capital Management

  

99 Summer Street

  

Company LLC

  

Boston, MA 02110

  

Pzena Investment Management LLC

  

320 Park Avenue,

     

8th Floor

     

NY, NY 10022

  

Ariel Investments, LLC

  

200 East Randolph Street

     

Suite 2900

     

Chicago, IL 60601

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Cadence Capital Management LLC

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

Advisory Research, Inc.

  

180 N. Stetson Ave., Suite 5500

     

Chicago, IL 60601

  

The Institutional Small Capitalization – Mid Capitalization Equity Portfolio

  

Frontier Capital Management

  

99 Summer Street

  

Company LLC

  

Boston, MA 02110

  

Pzena Investment Management LLC

  

320 Park Avenue,

     

8th Floor

     

NY, NY 10022

  

Ariel Investments, LLC

  

200 East Randolph Street

     

Suite 2900

     

Chicago, IL 60601

 

C-27


        

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Cadence Capital Management LLC                

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave, Seattle, WA 98101

  

Advisory Research, Inc.

  

180 N. Stetson Ave., Suite 5500

     

Chicago, IL 60601

  

The Real Estate Securities Portfolio

  
  

Wellington Management Company LLP

  

280 Congress Street

     

Boston, MA 02110

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Cadence Capital Management LLC                

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

The Commodity Returns Strategy Portfolio

  
  

Pacific Investment Management Company LLC

  

650 Newport Center Drive

     

Newport Beach, CA 92660

  

Wellington Management Company LLP

  

280 Congress Street

     

Boston, MA 02110

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Cadence Capital Management LLC                

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

Vaughan Nelson Investment Management L.P.

  

600 Travis, Suite 6300

     

Houston, TX 77002

  

The ESG Growth Portfolio

  
  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

 

C-28


        

 

Agincourt Capital Management, LLC

  

200 South 10th Street, Suite 800

    

Richmond, VA 23219

 

The Catholic SRI Growth Portfolio

  
 

Mellon Investments Corporation

  

201 Washington Street

    

Boston, MA 02018

 

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

    

Seattle, WA 98101

 

Agincourt Capital Management, LLC

  

200 South 10th Street, Suite 800

    

Richmond, VA 23219

 

The International Equity Portfolio

  
 

Causeway Capital Management LLC

  

11111 Santa Monica Blvd.,

    

15th Floor

    

Los Angeles, CA 90025

 

City of London Investment Management

  

1125 Airport Road,

 

Company Limited

  

Coatesville, PA 19320

 

Cadence Capital Management LLC

  

265 Franklin St., 4th Flr

    

Boston, MA 02110-3113

 

Mellon Investments Corporation

  

201 Washington Street

    

Boston, MA 02018

 

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

    

Seattle, WA 98101

 

Artisan Partners Limited Partnership

  

100 Pine Street, Suite 2950

    

San Francisco, CA 94111

    

875 E Wisconsin Ave., Suite 800

    

Milwaukee, WI 53202

 

The Institutional International Equity Portfolio

  
 

Artisan Partners Limited Partnership

  

100 Pine Street, Suite 2950

    

San Francisco, CA 94111

    

875 E. Wisconsin Ave., Suite 800

    

Milwaukee, WI 53202

 

City of London Investment Management

  

1125 Airport Road,

 

Company Limited

  

Coatesville, PA 19320

 

Causeway Capital Management LLC

  

11111 Santa Monica Blvd.,

    

15th Floor

    

Los Angeles, CA 90025

 

C-29


        

  

Cadence Capital Management LLC

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Lazard Asset Management LLC

  

30 Rockefeller Plaza

     

New York, NY 10112

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

The Emerging Markets Portfolio

  
  

Cadence Capital Management LLC

  

265 Franklin St., 4th Flr

     

Boston, MA 02110-3113

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

RBC Global Asset Management (UK)

  
     

77 Grosvenor Street, London, UK, W1K 3JR

  

City of London Investment Management

  

1125 Airport Road

  

Company Limited

  

Coatesville, PA 19320

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

The Core Fixed Income Portfolio

  
  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Agincourt Capital Management, LLC

  

200 South 10th Street, Suite 800

     

Richmond, VA 23219

  

The Fixed Income Opportunity Portfolio

  
  

Fort Washington Investment Advisors, Inc.

  

303 Broadway, Suite 1200 Cincinnati, OH 45202

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

Western Asset Management Company

  

385 E. Colorado Blvd.,

     

Pasadena, CA 91101

  

Parametric Portfolio Associates LLC

  

1918 Eighth Ave

     

Seattle, WA 98101

  

City of London Investment Management

  

1125 Airport Road

  

Company Limited

  

Coatesville, PA 19320

 

C-30


        

  

U.S. Government Fixed Income Securities Portfolio

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

The Inflation Protected Securities Portfolio

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

The U.S. Corporate Fixed Income Securities Portfolio

  

Agincourt Capital Management, LLC

  

200 South 10th Street, Suite 800

     

Richmond, VA 23219

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

The U.S. Mortgage/Asset Backed Fixed Income Securities Portfolio

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

The Short-Term Municipal Bond Portfolio

  

Breckinridge Capital Advisors, Inc.

  

125 High Street,

     

Suite 431

     

Boston, Massachusetts 02110

  

The Intermediate-Term Municipal Bond Portfolio

  

Mellon Investments Corporation

  

201 Washington Street

     

Boston, MA 02018

  

City of London Investment Management

  

1125 Airport Road

  

Company Limited

  

Coatesville, PA 19320

 

C-31


        

  

The Intermediate Term Municipal Bond II Portfolio

  

Breckinridge Capital Advisors, Inc.

  

125 High Street,

     

Suite 431

     

Boston, Massachusetts 02110

  

City of London Investment Management

  

1125 Airport Road

  

Company Limited

  

Coatesville, PA 19320

Item 34. Management Services.

None.

Item 35. Undertakings

Not Applicable.

 

C-32


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Trustee of HC Capital Trust, a Delaware statutory trust (the “Trust”), does hereby constitute and appoint Colette Bergman and Mark Hausmann, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable to enable the Trust to comply with the Securities Act of 1933, as amended (“Securities Act”), the Investment Company Act of 1940, as amended (“1940 Act”) and any rules, regulations and requirements of the Securities and Exchange Commission (“SEC”), in connection with the registration under the Securities Act of the shares of beneficial interest of the Trust (the “Securities”) and in connection with the registration of the Trust under the 1940 Act, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for on behalf of the Trust and the undersigned, the name of the undersigned as Trustee or an officer, as appropriate, of the Trust to a Registration Statement or to any amendment thereto filed with the SEC with respect to the Securities or with respect to the Trust and to any instrument or document filed as part of, as an exhibit to or in connection with any Registration Statement or amendment. This power of attorney supersedes and replaces the previous power of attorney executed by the undersigned as a Trustee of the Trust on or about September 9, 2014.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 21, 2017.

 

/s/ Harvey G. Magarick

Harvey G. Magarick, Trustee

 

    

  

/s/ R. Richard Williams

R. Richard Williams, Trustee

/s/ Jarret Burt Kling

Jarrett Burt Kling, Trustee

    

/s/ Richard W. Wortham

Richard W. Wortham III, Trustee

/s/ Laura Anne Corsell

Laura Anne Corsell, Trustee

    

 

C-33


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Trustee of HC Capital Trust, a Delaware statutory trust (the “Trust”), does hereby constitute and appoint Colette Bergman and Mark Hausmann, and each of them, his or her true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable to enable the Trust to comply with the Securities Act of 1933, as amended (“Securities Act”), the Investment Company Act of 1940, as amended (“1940 Act”) and any rules, regulations and requirements of the Securities and Exchange Commission (“SEC”), in connection with the registration under the Securities Act of the shares of beneficial interest of the Trust (the “Securities”) and in connection with the registration of the Trust under the 1940 Act, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for, and on behalf of, the Trust and the undersigned, the name of the undersigned as Trustee or an officer, as appropriate, of the Trust to a Registration Statement or to any amendment thereto filed with the SEC with respect to the Securities or with respect to the Trust and to any instrument or document filed as part of, as an exhibit to, or in connection with, any Registration Statement or amendment.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 26, 2019.

 

 

/s/ Geoffrey Trzepacz

 
 

Geoffrey Trzepacz,, Trustee

 

 

C-34


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Trustee of HC Capital Trust, a Delaware statutory trust (the “Trust”), does hereby constitute and appoint Colette Bergman and Mark Hausmann, and each of them, his or her true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable to enable the Trust to comply with the Securities Act of 1933, as amended (“Securities Act”), the Investment Company Act of 1940, as amended (“1940 Act”) and any rules, regulations and requirements of the Securities and Exchange Commission (“SEC”), in connection with the registration under the Securities Act of the shares of beneficial interest of the Trust (the “Securities”) and in connection with the registration of the Trust under the 1940 Act, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for, and on behalf of, the Trust and the undersigned, the name of the undersigned as Trustee or an officer, as appropriate, of the Trust to a Registration Statement or to any amendment thereto filed with the SEC with respect to the Securities or with respect to the Trust and to any instrument or document filed as part of, as an exhibit to, or in connection with, any Registration Statement or amendment.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 18, 2019.

 

 

/s/ John M. Dyer

 
 

John M. Dyer, Trustee

 

 

C-35


HC CAPITAL TRUST

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being an executive officer of HC Capital Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), does hereby make, constitute and appoint JONATHAN J. HIRTLE and MARK HAUSMANN, and each of them, attorneys-in-fact and agents of the undersigned with full power and authority of substitution and re-substitution, in any and all capacities, to execute for an on behalf of the undersigned any and all filings and amendments to the Registration Statement on Form N-1A relating to the shares of beneficial interest of the Trust and any other documents and instruments incidental thereto, and to deliver and file the same, with all exhibits thereto, and all documents and instruments in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing that said attorneys-in-fact and agents, and each of them, deem advisable or necessary to enable the Trust to effectuate the intents and purposes hereof, and the undersigned hereby fully ratifies and confirms all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed his or her name this 21st day of March, 2017.

 

/s/ Colette Bergman

Colette Bergman

 

C-36


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Conshohocken and Commonwealth of Pennsylvania on the 27th day of August, 2019.

 

HC Capital Trust

*

Geoffrey A. Trzepacz

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

*

 

    

  

Trustee

  

August 27, 2019

John M. Dyer

       

*

    

Trustee

  

August 27, 2019

Jarrett Burt Kling

       

*

    

Trustee

  

August 27, 2019

Geoffrey A. Trzepacz

       

*

    

Trustee

  

August 27, 2019

Harvey Magarick

       

*

    

Trustee

  

August 27, 2019

R. Richard Williams

       

*

    

Trustee

  

August 27, 2019

Richard W. Wortham, III

       

 

*By:

 

/s/Colette Bergman

 

Colette Bergman

 

As Attorney-in-fact and Treasurer

 

August 27, 2019


Exhibit List

Item 28

 

(b)

  

Amended Bylaws of the Trust (as amended November 9, 1995, July 15, 1999, April 14, 2000, December 10, 2008, March 8, 2010, February 1, 2017 and March 26, 2019)

(d)(12)(b)

  

Portfolio Management Agreement, dated December 12, 2018, between the Trust and Pacific Investment Management Company Inc. with respect to The Institutional Value Equity Portfolio (RAFI DMF)

(d)(13)(b)

  

Portfolio Management Agreement, dated December 12, 2018, between the Trust and Pacific Investment Management Company LLC with respect to The Institutional Growth Equity Portfolio (RAFI DMF)

(d)(30)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Growth Equity Portfolio

(d)(31)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Institutional Growth Equity Portfolio

(d)(36)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Small Capitalization—Mid Capitalization Equity Portfolio

(d)(37)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Institutional Small Capitalization—Mid Capitalization Equity Portfolio

(d)(38)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a Mellon Capital Management Corporation), related to The Value Equity Portfolio

(d)(39)(b)

  

Amendment No. 1, dated December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 between the Trust and BNY Mellon Asset Management North America Corporation (f/k/a/ Mellon Capital Management Corporation), related to The Institutional Value Equity Portfolio

(d)(78)(e)

  

Fourth Amendment, dated March 26, 2019, to the Portfolio Management Agreement dated June 23, 2015, between the Trust and Mellon Investments Corporation (f/k/a BNY Mellon Asset Management North America Corporation and f/k/a Mellon Capital Management Corporation) related to The ESG Growth Portfolio

 

C-1


(d)(81)(e)

  

Fourth Amendment, dated March 26, 2019, to the Portfolio Management Agreement, dated June 23, 2015, between the Trust and Mellon Investments Corporation (f/k/a BNY Mellon Asset Management North America Corporation and f/k/a Mellon Capital Management Corporation) related to The Catholic SRI Growth Portfolio

(e)

  

Distribution Agreement, dated February 1, 2019, between the Trust and Unified Financial Securities, LLC

(g)(3)(b)

  

Exhibit A, dated February 12, 2019, to the Global Securities Lending Agency Agreement, dated May 30, 2014, between Citibank, N.A. and the Trust

(h)(2)(e)

  

Amendment, dated March 26, 2019, to Services Agreement between the Trust and Citi Fund Services Ohio, Inc. dated June 11, 2014

(h)(5)

  

Sub-Advisory Agreement, dated December 12, 2018, between Pacific Investment Management Company LLC and Parametric Portfolio Associates LLC

(h)(6)

  

Index License Agreement, dated February 26, 2019, between the Trust and RAFI Indices, LLC

(p)(2)

  

Code of Ethics, dated August 17, 2018, adopted by Artisan Partners Limited Partnership

(p)(3)

  

Code of Ethics, dated December 2018, adopted by Frontier Capital Management Company LLC

(p)(4)

  

Code of Ethics, dated June 3, 2019, adopted by Causeway Capital Management LLC

(p)(6)

  

Code of Ethics, dated June 4, 2019 adopted by Breckinridge Capital Advisors, Inc.

(p)(7)

  

Code of Ethics and Personal Trading Policy, dated November 26, 2018, adopted by Jennison Associates LLC

(p)(8)

  

Code of Ethics, dated February, 2019, adopted by Pzena Investment Management, LLC

(p)(9)

  

Code of Ethics, dated April, 2019, adopted by Pacific Investment Management Company LLC

(p)(10)

  

The Personal Securities Trading Policy, dated January 15, 2019, adopted by Mellon Investments Corporation

(p)(11)

  

The Code of Conduct, dated June, 2019, adopted by Mellon Investments Corporation

(p)(12)

  

Code of Ethics, dated March 19, 2019, adopted by Advisory Research, Inc.

(p)(13)

  

Code of Ethics, dated September 1 2018, adopted by Lazard Asset Management LLC

(p)(15)

  

Code of Ethics, dated September 30, 2016 and Exhibit A, dated March 1, 2019, adopted by Ultimus Asset Services, LLC and Unified Financial Securities, LLC

(p)(16)

  

Code of Ethics, dated April 1, 2019, adopted by Fort Washington Investment Advisors, Inc.

 

C-2


(p)(17)

  

Investment Advisers Code of Ethics, dated January 1, 2019, adopted by Cadence Capital Management LLC

(p)(18)

  

Code of Ethics, dated December 31, 2018, adopted by Ariel Investments, LLC

(p)(19)

  

Code of Ethics, dated January 30, 2019, adopted by Parametric Portfolio Associates LLC

(p)(21)

  

The Code of Ethics, dated February 28, 2019, adopted by Vaughan Nelson Investment Management L.P.

(p)(22)

  

The Code of Ethics, dated March, 2019, adopted by RBC Global Asset Management (UK) Limited

(p)(23)

  

The Code of Ethics, dated February, 2019, adopted by City of London Investment Management Company Limited

 

C-3

BY-LAWS

of

HC CAPITAL TRUST

(a Delaware Business Trust)

ADOPTED: JULY 21, 1995

AMENDED: NOVEMBER 9, 1995 [ARTICLE IV, SECTION 1]

JULY 15, 1999 [ARTICLE III, SECTION 2]

APRIL 14, 2000 [ARTICLE III, SECTION 2]

DECEMBER 10, 2008 [ARTICLE I, ARTICLE IV, SECTION 1(b)]

MARCH 8, 2010 [TRUST NAME CHANGE]

FEBRUARY 1, 2017 [ARTICLE III, SECTION 2]

APPROVED MARCH 26, 2019, EFFECTIVE JUNE 17, 2019 [ARTICLE III, SECTION 2]


TABLE OF CONTENTS

BY-LAWS

HC CAPTIAL TRUST

 

                Page  

ARTICLE I

  
                 OFFICES      1  
    1.      PRINCIPAL OFFICE      1  
    2.      DELAWARE OFFICE      1  
    3.      OTHER OFFICES      1  

ARTICLE II

       
    MEETINGS OF SHAREHOLDERS      1  
    1.      PLACE OF MEETINGS      1  
    2.      CALL OF MEETING      1  
    3.      NOTICE OF SHAREHOLDERS’ MEETING      1  
    4.      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE      1  
    5.      ADJOURNED MEETING; NOTICE      2  
    6.      VOTING      2  
    7.      WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS      2  
    8.      SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING      3  
    9.      RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS      3  
    10.      PROXIES      3  
    11.      INSPECTORS OF ELECTION      4  

ARTICLE III

       
    TRUSTEES      4  
    1.      POWERS      4  
    2.      NUMBER OF TRUSTEES      4  
    3.      VACANCIES      4  
    4.      PLACE OF MEETINGS AND MEETINGS BY TELEPHONE      4  
    5.      REGULAR AND SPECIAL MEETINGS      5  
    6.      NOTICE OF MEETINGS      5  
    7.      QUORUM      5  
    8.      WAIVER OF NOTICE      5  
    9.      ADJOURNMENT      5  
    10.      NOTICE OF ADJOURNMENT      5  
    11.      ACTION WITHOUT A MEETING      6  
    12.      FEES AND COMPENSATION OF TRUSTEES      6  
    13.      DELEGATION OF POWER TO OTHER TRUSTEES          6  


ARTICLE IV

  
               COMMITTEES      6  
  1.    COMMITTEES OF TRUSTEES      6  
  2.    MEETINGS AND ACTION OF COMMITTEES      7  

ARTICLE V

  
  OFFICERS      7  
  1.    OFFICERS      7  
  2.    ELECTION OF OFFICERS      7  
  3.    SUBORDINATE OFFICERS      7  
  4.    REMOVAL AND RESIGNATION OF OFFICERS      7  
  5.    VACANCIES IN OFFICES      8  
  6.    CHAIRMAN OF THE BOARD      8  
  7.    PRESIDENT      8  
  8.    VICE PRESIDENTS      8  
  9.    SECRETARY      8  
  10.    TREASURER      8  

ARTICLE VI

  
  INDEMNIFICATION OF TRUSTEES, OFFICERS,   
  EMPLOYEES AND OTHER AGENTS      9  
  1.    AGENTS, PROCEEDINGS AND EXPENSES      9  
  2.    ACTIONS OTHER THAN BY TRUST      9  
  3.    ACTIONS BY THE TRUST      9  
  4.    EXCLUSION OF INDEMNIFICATION      9  
  5.    SUCCESSFUL DEFENSE BY AGENT      10  
  6.    REQUIRED APPROVAL      10  
  7.    ADVANCE OF EXPENSES      10  
  8.    OTHER CONTRACTUAL RIGHTS      10  
  9.    LIMITATIONS      11  
  10.    INSURANCE      11  
  11.    FIDUCIARIES OF EMPLOYEE BENEFIT PLAN      11  

ARTICLE VII

  
  RECORDS AND REPORTS      11  
  1.    MAINTENANCE AND INSPECTION OF SHARE REGISTER      11  
  2.    MAINTENANCE AND INSPECTION OF BY-LAWS      11  
  3.    MAINTENANCE AND INSPECTION OF OTHER RECORDS      11  
  4.    MAINTENANCE AND INSPECTION OF BY-LAWS      12  


ARTICLE VIII

  
               GENERAL MATTERS      12  
  1.    CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS      12  
  2.    CONTRACTS AND INSTRUMENTS; HOW EXECUTED      12  
  3.    CERTIFICATES FOR SHARES      12  
  4.    REPRESENTATIONS OF SHARES OF OTHER ENTITITES      12  
  5.    FISCAL YEAR      12  

ARTICLE IX

  
  AMENDMENTS      12  
  1.    AMENDMENT BY TRUSTEES      12  

 


BY-LAWS

OF

HC CAPITAL TRUST

A DELAWARE BUSINESS TRUST

ARTICLE I

OFFICES

SECTION 1. PRINCIPAL OFFICE. The principal executive office of HC Capital Trust (the “Trust”) shall be Five Tower Bridge, 300 Barr Harbor Drive, Suite 500, West Conshohocken, PA 19428. The Board of Trustees may, from time to time, fix the location of the principal executive office of the Trust, by resolution, to any place within or outside the State of Delaware.

SECTION 2. DELAWARE OFFICE. The Board of Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust’s registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a foreign corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.

SECTION 3. OTHER OFFICES. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any place designated by the Board of Trustees. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Trust.

SECTION 2. CALL OF MEETING. A meeting of the shareholders may be called at any time by the Board of Trustees or by the Chairman of the Board or by the President.

SECTION 3. NOTICE OF SHAREHOLDERS’ MEETING. All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 4 of this Article II not less than seven (7) nor more than seventy- five (75) days before the date of the meeting. The notice shall specify (i) the place, date and hour of the meeting, and (ii) the general nature of the business to be transacted. The notice of any meeting at which Trustees are to be elected also shall include the name of any nominee or nominees whom at the time of the notice are intended to be presented for election. If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a Trustee has a direct or indirect financial interest, (ii) an amendment of the Agreement and Declaration of Trust of the Trust, (iii) a reorganization of the Trust, or (iv) a voluntary dissolution of the Trust, the notice shall also state the general nature of that proposal.

SECTION 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Trust or its transfer agent or given by the shareholder to the Trust for the purpose of notice. If no such address appears on

 

1


HC CAPITAL TRUST

BY-LAWS

 

the Trust’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the Trust’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Trust is returned to the Trust by the United States Postal Service marked to indicate that the Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the Trust for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholder’s meeting shall be executed by the Secretary, Assistant Secretary or any transfer agent of the Trust giving the notice and shall be filed and maintained in the minute book of the Trust.

SECTION 5. ADJOURNED MEETING; NOTICE. Any shareholder’s meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy. When any meeting of the shareholders is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed or unless the adjournment is for more than sixty (60) days from the date set for the original meeting, in which case the Board of Trustees shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

SECTION 6. VOTING. The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of the Agreement and Declaration of Trust of the Trust, as in effect at such time. The shareholders’ vote may be by voice vote or by ballot, provided, however, that any election for Trustees must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of Trustees, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to the total shares that the shareholder is entitled to vote on such proposal.

SECTION 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The transactions of the meeting of shareholders, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if either before or after the meeting, each person entitled to vote who was not present in person or by proxy signs a written waiver of notice or a consent to a holding of the meeting or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any meeting of shareholders.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if that objection is expressly made at the beginning of the meeting.

 

2


HC CAPITAL TRUST

BY-LAWS

 

SECTION 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. All such consents shall be filed with the Secretary of the Trust and shall be maintained in the Trust’s records. Any shareholder giving a written consent or the shareholder’s proxy holders or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders may revoke the consent by a writing received by the Secretary of the Trust before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 4 of this Article II. In the case of approval of (i) contracts or transactions in which a Trustee has a direct or indirect financial interest, (ii) indemnification of agents of the Trust, and (iii) a reorganization of the Trust, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

SECTION 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS. For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to action without a meeting, the Board of Trustees may fix in advance a record date which shall not be more than ninety (90) days nor less than seven (7) days before the date of any such meeting as provided in the Agreement and Declaration of Trust of the Trust.

If the Board of Trustees does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to action in writing without a meeting, (i) when no prior action by the Board of Trustees has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the Board of Trustees has been taken, shall be at the close of business on the day on which the Board of Trustees adopt the resolution relating to that action or the seventy-fifth day before the date of such other action, whichever is later.

SECTION 10. PROXIES. Every person entitled to vote for Trustees or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Trust. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney-in-fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy by a writing delivered to the Trust stating that the proxy is revoked or by a subsequent proxy executed by or attendance at the meeting and voting in person by the person executing that proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted; provided however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy unless otherwise provided in the proxy.

 

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HC CAPITAL TRUST

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SECTION 11. INSPECTORS OF ELECTION. Before any meeting of shareholders, the Board of Trustees may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may and on the request of any shareholder or a shareholder’s proxy, shall appoint a person to fill the vacancy. In the event that inspectors of election are appointed, such inspectors shall: (a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; (b) Receive votes, ballots or consents; (c) Hear and determine all challenges and questions in any way arising in connection with the right to vote; (d) Count and tabulate all votes or consents; (e)Determine when the polls shall close; (f) Determine the result; and (g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

TRUSTEES

SECTION 1. POWERS. Subject to the applicable provisions of the Agreement and Declaration of Trust of the Trust and these By-Laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Trust shall be managed and all powers shall be exercised by or under the direction of the Board of Trustees.

SECTION 2. NUMBER OF TRUSTEES. The number of Trustees of the Trust shall be SIX*, provided, however, that the Board of Trustees may, within the limits specified in the Agreement and Declaration of Trust of the Trust and by a written instrument signed, or a resolution approved at a duly constituted meeting, by a majority of the Board of Trustees, fix a greater or lesser number of Trustees.

SECTION 3. VACANCIES. Vacancies on the Board of Trustees may be filled by a majority of the remaining Trustees, though less than a quorum, or by a sole remaining Trustee, unless the Board of Trustees calls a meeting of shareholders for the purposes of electing Trustees. In the event that at any time less than a majority of the Trustees holding office at that time were so elected by the holders of the outstanding voting securities of the Trust, the Board of Trustees shall forthwith cause to be held as promptly as possible, and in any event within a time period that will satisfy applicable requirements of the Investment Company Act of 1940 (“1940 Act”), a meeting of such holders for the purpose of electing Trustees to fill any existing vacancies on the Board of Trustees.

SECTION 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the Board of Trustees may be held at any place that has been designated from time to time by resolution of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Trust. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Trustees participating in the meeting can hear one another and all such Trustees shall be deemed to be present in person at the meeting.

 

*

• Decreased from seven to six by amendment adopted on April 14, 2000.

• Decreased from six to five by amendment adopted February 1, 2017.

• Increased from five to six by amendment adopted March 26, 2019, effective June 17, 2019.

 

4


HC CAPITAL TRUST

BY-LAWS

 

SECTION 5. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Trustees shall be held without call at least four times during each fiscal year, at such times as shall from time to time be fixed by the Board of Trustees. Such regular meetings may be held without notice, except that a notice of meeting shall be delivered in accordance with these By-laws with respect to any regular meeting at which a matter that may be acted upon by the Board of Trustees under the 1940 Act only at meeting called for the purposed of acting upon such matter. Upon notice to each of the Trustee, special meetings of the Board of Trustees for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two (2) Trustees.

SECTION 6. NOTICE OF MEETINGS. Notices of special meetings or regular meetings (if such notice is required) shall be in writing and shall include the date and time of the meeting, as well as a description of the matters expected to be considered at any such meeting. The notice need not specify the place that the meeting is to be held if the meeting will take place at the principal executive office of the Trust. Notwithstanding the foregoing, if a matter not indicated on the notice of any such meeting properly comes before any such meeting, the Board may take action on such matter provided that it is not a matter which, under the 1940 Act, may be acted upon only at a meeting called for the purpose of acting on such matter. Notices may be delivered to each Trustee in person, by facsimile or other electronic means, by first-class mail, telegram or other recognized delivery service addressed to each Trustee at that Trustee’s business address or residence as it is shown on the records of the Trust or such other address designated by the Trustee for such delivery, provided that, where written notice of a meeting is required under these By- laws, such notice is delivered by means reasonably likely to be received by each Trustees at least 48 hours prior to the date of the meeting to which such notice relates is to be held.

SECTION 7. QUORUM. A majority of the total number of Trustees specified in Section2 of this Article III shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 10 of this Article III. Every act or decision done or made by a majority of the Trustees present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Trustees, unless the Agreement and Declaration of Trust of the Trust expressly provides otherwise with respect to any matter. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Trustees if any action taken is approved by at least a majority of the required quorum for that meeting.

SECTION 8. WAIVER OF NOTICE. Notice of any meeting need not be given to any Trustee who either before or after the meeting signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent must specify the purpose of the meeting only if a matter that may be acted upon by the Board of Trustees under the 1940 Act only at meeting called for the purposed of acting upon such matter is to be considered at the meeting to which the waiver relates. All such waivers, consents, and approvals shall be filed with the records of the Trust or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting before or at its commencement the lack of notice to that Trustee.

SECTION 9. ADJOURNMENT. A majority of the Trustees present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

SECTION 10. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given unless the meeting is adjourned for more than forty-eight (48) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting in the manner specified in Section 6 of this Article III, both to the Trustees who were present at the time of the adjournment and all other Trustees.

 

5


HC CAPITAL TRUST

BY-LAWS

 

SECTION 11. ACTION WITHOUT A MEETING. Any action required or permitted to be taken by the Board of Trustees may be taken without a meeting if a majority of the members of the Board of Trustees shall individually or collectively consent in writing to that action, unless the matter to be acted upon may be acted upon requires, under the 1940 Act, the vote, cast in person, of a majority of those Trustees who are not “interested persons” of the Trust as that term is defined by the 1940 Act. Action by written consent shall have the same force and effect as a majority vote of the Board of Trustees. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Trustees.

SECTION 12. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of committees may receive such compensation, if any, for their services and such reimbursement of expenses as may be fixed or determined by resolution of the Board of Trustees. This Section 12 shall not be construed to preclude any Trustee from serving the Trust in any other capacity as an officer, agent, employee, or otherwise and receiving compensation for those services.

SECTION 13. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees; provided that in no case shall fewer than two (2) Trustees personally exercise the powers granted to the Trustees under the Agreement and Declaration of Trust of the Trust except as otherwise expressly provided herein or by resolution of the Board of Trustees. Except where applicable law may require a Trustee to be present in person, a Trustee represented by another Trustee pursuant to such power of attorney shall be deemed to be present for purposes of establishing a quorum and satisfying the required majority vote.

ARTICLE IV

COMMITTEES

SECTION 1. COMMITTEES OF TRUSTEES.(a) The Board of Trustees may by resolution adopted by a majority of the authorized number of Trustees designate one or more committees, each consisting of two (2) or more Trustees, to serve at the pleasure of the Board. The Board may designate one or more Trustees as alternate members of any committee who may replace any absent member at any meeting of the committee. Any committee to the extent provided in the resolution of the Board, shall have the authority of the Board, except with respect to: (i) the approval of any action which the 1940 Act or other applicable law requires be approved by a majority of those Trustees who are not “interested persons” of the Trust as that term is defined by the 1940 Act and/or the approval of a majority of the Board of Trustees; (ii) the filling of vacancies on the Board of Trustees, the appointment of members of any committee or the establishment of any new committee; (iii) the fixing of compensation of the Trustees for serving on the Board of Trustees or on any committee; or (iv) any proposal that would amend Agreement and Declaration of Trust or the By-laws. Notwithstanding the foregoing, the Board of Trustees may establish a Pricing Committee consisting of ONE OR MORE TRUSTEES AND SHALL INCLUDE, AS EX-OFFICIO MEMBERS, THE TRUST’S VICE-PRESIDENT OR ANY ASSISTANT VICE PRESIDENT AND TREASURER OR ANY ASSISTANT TREASURER. [PERMITTING A SINGLE DIRECTOR AND STATED EX-OFFICIO MEMBERS BY AMENDMENT NOVEMBER 9, 1995.] The Pricing Committee shall be authorized to act on behalf of the Board of Trustees in connection with issues arising between regular meetings of the Board of Trustees relating to the pricing of the Trust’s shares, provided that any action taken by the Pricing Committee is reported to the full Board, and ratified by a majority of the Board of Trustees not later than at the next regularly scheduled meeting of the Board of Trustees.

 

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HC CAPITAL TRUST

BY-LAWS

 

[EXECUTIVE COMMITTEE REMOVED BY AMENDMENT ADOPTED ON December 10, 2008]

SECTION 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees shall be governed by and held and taken in accordance with the provisions of Article III of these By-Laws, with such changes in the context thereof as are necessary to substitute the committee and its members for the Board of Trustees and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Trustees or by resolution of the committee. Special meetings of committees may also be called by resolution of the Board of Trustees. Alternate members shall be given notice of meetings of committees and shall have the right to attend all meetings of committees. The Board of Trustees may adopt rules for the governance of any committee not inconsistent with the provisions of these By-Laws.

ARTICLE V

OFFICERS

SECTION 1. OFFICERS. The officers of the Trust shall be a Chairman, a President, a Secretary, and a Treasurer. The Trust may also have, at the discretion of the Board of Trustees, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

SECTION 2. ELECTION OF OFFICERS. The officers of the Trust, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Trustees, and each shall serve at the pleasure of the Board of Trustees, subject to the rights, if any, of an officer under any contract of employment.

SECTION 3. SUBORDINATE OFFICERS. The Board of Trustees may appoint and may empower the President to appoint such other officers as the business of the Trust may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these By-Laws or as the Board of Trustees may from time to time determine.

SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Trustees at any regular or special meeting of the Board of Trustees or by the principal executive officer or by such other officer upon whom such power of removal may be conferred by the Board of Trustees.

 

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HC CAPITAL TRUST

BY-LAWS

 

Any officer may resign at any time by giving written notice to the Trust. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.

SECTION 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or other cause shall be filled in the manner prescribed in these By-Laws for regular appointment to that office. The President may make temporary appointments to a vacant office pending action by the Board of Trustees.

SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall if present preside at meetings of the Board of Trustees and perform such other powers and duties as may be from time to time assigned to him by the Board of Trustees or prescribed by the By-Laws.

SECTION 7. PRESIDENT. The President shall be the chief executive officer of the Trust and shall, subject to the control of the Board of Trustees, have general supervision, direction and control of the business and the officers of the Trust. He shall preside at all meetings of the shareholders and in the absence of the Chairman of the Board or if there be none, at all meetings of the Board of Trustees. He shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board of Trustees or these By-Laws.

SECTION 8. VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents, if any, shall perform all the duties of the President and when so acting shall have all powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Trustees or the President or the Chairman of the Board or by these By-Laws.

SECTION 9. SECRETARY. The Secretary shall keep or cause to be kept at the principal executive office of the Trust or such other place as the Board of Trustees may direct a book of minutes of all meetings and actions of Trustees, committees of Trustees and shareholders with the time and place of holding, whether regular or special, and if special, how authorized, the notice given, the names of those present at Trustees’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings. The Secretary shall give or cause to be given notice of all meetings of the shareholders and of the Board of Trustees required to be given by these By-Laws or by applicable law and shall have such other powers and perform such other duties as may be prescribed by the Board of Trustees or by these By-Laws.

SECTION 10. TREASURER. The Treasurer shall be the chief financial officer and chief accounting officer of the Trust and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Trust, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any Trustee.

 

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HC CAPITAL TRUST

BY-LAWS

 

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Trust with such depositaries as may be designated by the Board of Trustees. He shall disburse the funds of the Trust as may be ordered by the Board of Trustees, shall render to the President and Trustees, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the Trust and shall have other powers and perform such other duties as may be prescribed by the Board of Trustees or these By-Laws.

ARTICLE VI

INDEMNIFICATION OF TRUSTEES, OFFICERS,

EMPLOYEES AND OTHER AGENTS

SECTION 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this Article, “agent” means any person who is or was a Trustee, officer, employee or other agent of this Trust or is or was serving at the request of this Trust as a Trustee, director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or was a Trustee, director, officer, employee or agent of a foreign or domestic corporation which was a predecessor of another enterprise at the request of such predecessor entity; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” includes without limitation attorney’s fees and any expenses of establishing a right to indemnification under this Article.

SECTION 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person is or was an agent of this Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as a Trustee of the Trust, that his conduct was in the Trust’s best interests and (b) in all other cases, that his conduct was at least not opposed to the Trust’s best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this Trust or that the person had reasonable cause to believe that the person’s conduct was unlawful.

SECTION 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of this Trust to procure a judgment in its favor by reason of the fact that the person is or was an agent of this Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

SECTION 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the agent’s office with this Trust.

 

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HC CAPITAL TRUST

BY-LAWS

 

No indemnification shall be made under Sections 2 or 3 of this Article:

(a) In respect of any claim, issue, or matter as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person’s official capacity; or

(b) In respect of any claim, issue or matter as to which that person shall have been adjudged to be liable in the performance of that person’s duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the circumstances of the case, that person was not liable by reason of the disabling conduct set forth in the preceding paragraph and is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; or

(c) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval, or of expenses incurred in defending a threatened or pending action which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained.

SECTION 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this Trust has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article or in defense of any claim, issue or matter therein, before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article.

SECTION 6. REQUIRED APPROVAL. Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article and is not prohibited from indemnification because of the disabling conduct set forth in Section 4 of this Article, by:

(a) A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust (as defined in the Investment Company Act of 1940); or

(b) A written opinion by an independent legal counsel.

SECTION 7. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding provided (a) receipt of a written affirmation by the Trustee of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the agent, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not met those requirements, and (b) a determination that the facts then known to those making the determination would not preclude indemnification under this Article. Determinations and authorizations of payments under this Section must be made in the manner specified in Section 6 of this Article for determining that the indemnification is permissible.

SECTION 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise.

 

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HC CAPITAL TRUST

BY-LAWS

 

SECTION 9. LIMITATIONS. No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears:

(a) That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

SECTION 10. INSURANCE. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any agent of this Trust against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, but only to the extent that this Trust would have the power to indemnify the agent against that liability under the provisions of this Article and the Agreement and Declaration of Trust of the Trust.

SECTION 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

ARTICLE VII

RECORDS AND REPORTS

SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. This Trust shall keep at its principal executive office or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Trustees, a record of its shareholders, giving the names and addresses of all shareholders and the number and series of shares held by each shareholder.

SECTION 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall keep at its principal executive office the original or a copy of these By-Laws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours.

SECTION 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting books and records of the Trust shall be kept by, and at the officers of the Trust’s administrator and accounting services agent. Minutes of proceedings of the shareholders and the Board of Trustees and any committee or committees of the Board of Trustees shall be kept such place or places designated by the Board of Trustees or in the absence of such designation, at the principal executive office of the Trust. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts.

 

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HC CAPITAL TRUST

BY-LAWS

 

SECTION 4. INSPECTION BY TRUSTEES. Every Trustee shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

ARTICLE VIII

GENERAL MATTERS

SECTION 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Trust shall be signed or endorsed in such manner and by such person or persons as shall be designated from time to time in accordance with the resolution of the Board of Trustees.

SECTION 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of Trustees, except as otherwise provided in these By-Laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Trust and this authority may be general or confined to specific instances; and unless so authorized or ratified by the Board of Trustees or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Trust by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

SECTION 3. CERTIFICATES FOR SHARES. All shares of the Trust shall be uncertificated and shall be issued in accordance with such system of issuance, recordation and transfer of its shares by electronic or other means as may be from time to time used by its transfer agent or registrar..

SECTION 4. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST. The Chairman of the Board, the President or any Vice President or any other person authorized by resolution of the Board of Trustees or by any of the foregoing designated officers, is authorized to vote or represent on behalf of the Trust any and all shares of any corporation, partnership, trusts, or other entities, foreign or domestic, standing in the name of the Trust. The authority granted may be exercised in person or by a proxy duly executed by such designated person.

SECTION 5. FISCAL YEAR. The fiscal year of the Trust and each Series of the Trust shall be fixed as June 30 of each year, provided however, that the fiscal year may be changed from time to time by resolution of the Trustees.

ARTICLE IX

AMENDMENTS

SECTION 1. AMENDMENT BY TRUSTEES. Subject to the right of shareholders as provided in Section 1 of this Article to adopt, amend or repeal By-Laws, and except as otherwise provided by applicable law or by the Agreement and Declaration of Trust of the Trust, these By-Laws may be adopted, amended, or repealed by the Board of Trustees.

 

12

PORTFOLIO MANAGEMENT AGREEMENT

For The Institutional Value Equity Portfolio

AGREEMENT made this 12th day of December, 2018, between Pacific Investment Management Company LLC, a limited liability company organized under the laws of Delaware (“Portfolio Manager”), and HC Capital Trust, a Delaware Statutory Trust (“Trust”).

WHEREAS, the Trust is registered as an open-end, diversified, management investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”) which offers several series of shares of beneficial interests (“shares”) representing interests in separate investment portfolios; and

WHEREAS, the Trust desires to retain the Portfolio Manager to provide a continuous program of investment management to that portion of the assets of The Institutional Value Equity Portfolio of the Trust (“Portfolio”) that may, from time to time be allocated to its PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (“RAFI DMF Strategy”) by, or under the supervision of, the Trust’s Board of Trustees, and Portfolio Manager is willing, in accordance with the terms and conditions hereof, to provide such services to the Trust;

NOW THEREFORE, in consideration of the promises and covenants set forth herein and intending to be legally bound hereby, it is agreed between the parties as follows:

1. Appointment of Portfolio Manager. The Trust hereby retains Portfolio Manager to provide the investment services set forth herein and Portfolio Manager agrees to accept such appointment. In carrying out its responsibilities under this Agreement, the Portfolio Manager shall at all times act in accordance with the investment objectives, , policies and restrictions applicable to the Portfolio as set forth in the then current Registration Statement of the Trust delivered by the Trust to the Portfolio Manager, applicable provisions of the Investment Company Act and the rules and regulations promulgated under the Investment Company Act and other applicable federal securities laws.

2. Duties of Portfolio Manager. (a) Portfolio Manager shall provide a continuous program of investment management for that portion of the assets of the Portfolio that may, from time to time be allocated to its RAFI DMF Strategy (the “Account”) by, or under the supervision of, the Trust’s Board of Trustees, as indicated in writing by an authorized officer of the Trust. It is understood that the Account may consist of all, a portion of or none of the assets of the Portfolio, and that the Board of Trustees and/or HC Capital Solutions, the Trust’s investment adviser, has the right to allocate and reallocate such assets to the Account at any time, and from time to time, upon such notice to the Portfolio Manager as may be reasonably necessary, in the view of the Trust, to ensure orderly management of the Account or the Portfolio. The Portfolio Manager’s responsibility for providing portfolio management services to the Portfolio shall be limited to the Account.

(b) Subject to the general supervision of the Trust’s Board of Trustees, Portfolio Manager shall have sole investment discretion with respect to the Account, including investment research, selection of the securities to be purchased and sold and the portion of the Account, if any, that shall be held uninvested, and the selection of brokers and dealers through which securities transactions in the Account shall be executed. The Portfolio Manager shall not consult with any other portfolio manager of the Portfolio concerning transactions for the Portfolio in securities or other assets. Specifically, and without limiting the generality of the foregoing, Portfolio Manager agrees that it will:

(i) advise the Portfolio’s designated custodian bank and administrator or accounting agent on each business day of each purchase and sale, as the case may be, made on behalf of the Account, specifying the name and quantity of the security purchased or sold, the unit and aggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, the identity of the effecting broker or dealer and/or such other information, and in such manner, as may from time to time be reasonably requested by the Trust;

 

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(ii) maintain all applicable books and records with respect to the securities transactions of the Account. Specifically, Portfolio Manager agrees to maintain with respect to the Account those records required to be maintained under Rule 31a-1(b)(1), (b)(5) and (b)(6) under the Investment Company Act with respect to transactions in the Account including, without limitation, records which reflect securities purchased or sold in the Account, showing for each such transaction, the name and quantity of securities, the unit and aggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, and the identity of the effecting broker or dealer. Portfolio Manager will preserve such records in the manner and for the periods prescribed by Rule 31a-2 under the Investment Company Act. Portfolio Manager acknowledges and agrees that all records it maintains for the Trust are the property of the Trust, and Portfolio Manager will surrender promptly to the Trust any such records upon the Trust’s request. The Trust agrees, however, that Portfolio Manager may retain copies of those records that are required to be maintained by Portfolio Manager under federal or state regulations to which it may be subject or are reasonably necessary for purposes of conducting its business;

(iii) provide, in a timely manner, such information as may be reasonably requested by the Trust or its designated agents in connection with, among other things, the Trust’s daily computation of the Portfolio’s net asset value and net income, preparation of proxy statements or amendments to the Trust’s registration statement and monitoring investments made in the Account to ensure compliance with the various limitations on investments applicable to the Portfolio and to ensure that the Portfolio will continue to qualify for the special tax treatment accorded to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”); and

(iv) render regular reports to the Trust concerning the performance of Portfolio Manager of its responsibilities under this Agreement. In particular, Portfolio Manager agrees that certain specified account management personnel will, at the reasonable request of the Board of Trustees, attend meetings of the Board or its validly constituted committees and will, in addition, make its officers and employees available to meet with the officers and employees of the Trust at least quarterly and at other times upon reasonable notice, to review the investments and investment program of the Account.

(v) Portfolio Manager may delegate trade execution and other support functions (but not portfolio management) to its affiliates which are either controlled by or under common control with the Portfolio Manager including PIMCO Asia Limited, PIMCO Australia Pty Ltd, PIMCO Asia Pte Ltd., PIMCO Deutschland GmbH, PIMCO Japan Ltd., and PIMCO Europe Ltd. Information may be shared between such companies as necessary to accomplish the purposes of this agreement. Additionally, Portfolio Manager will have the ability to delegate back office services to State Street Investment Manager Solutions, LLC. In all cases, Portfolio Manager shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

(vi) With the prior approval of the Trust, Portfolio Manager may engage sub-advisers and/or portfolio implementers to assist with managing the Account’s portfolio. The Trust hereby acknowledges and agrees that the Portfolio Manager may utilize the services of Parametric Portfolio Associates LLC (“Parametric Associates”), the Account’s sub-adviser, to assist with the implementation of the Account’s investment strategy, as directed by the Portfolio Manager, including delegation of responsibility for all of the Account’s portfolio transactions. Additionally, the Portfolio Manager will have the ability to delegate middle and back office services for the Account to Parametric Associates. For the avoidance of doubt, the Trust acknowledges and agrees that the authorities and rights granted to the Portfolio Manager in this Agreement, are also granted to Parametric Associates, as applicable. In all cases, the Portfolio Manager provides general oversight and supervision with respect to the services provided by Parametric Associates, including investment decisions made by Parametric on behalf of the Account, and the Portfolio Manager shall remain liable as if the services were provided directly.

(vii) The Portfolio Manager is authorized on behalf of the Account to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to make investments which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

(viii) The Portfolio Manager shall have authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Account, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any derivatives contracts, and other property

 

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purchased or sold in the Account, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Account with respect to any investments made. The Portfolio Manager shall not have the authority to cause the Trust to deliver securities and other property, or pay cash to the Portfolio Manager

(ix) The investment authority granted to the Portfolio Manager shall include the sole authority to exercise whatever powers the Trust may possess with respect to any of its assets held in the Account, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, and to delegate such authority or employ agents to exercise such authority. The Portfolio Manager will use commercially reasonable efforts to elect on corporate actions within the time frame prescribed by the custodian or other agent of the Account. The Portfolio Manager (including any delegates and/or agents) will not file class action claim forms or otherwise exercise any rights the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, the Account, unless the Portfolio Manager and the Trust mutually agree in writing that the Portfolio Manager takes any such actions.

(x) The Portfolio Manager is authorized to effect cross transactions between the Account and other accounts managed by the Portfolio Manager and its affiliates.

(xi) The Portfolio Manager shall not engage in securities lending transactions on behalf of the Account. If the custodian enters into securities lending transactions on behalf of the Account, the Trust or the custodian shall be responsible for ensuring that the securities or other assets in the Account are available for sale at all times. The Portfolio Manager shall not be liable for any loss resulting from the sale by the Portfolio Manager of a security that is not available in the Account for settlement as a result of such securities lending transactions.

(xii) On occasions when the Portfolio Manager and/or Parametric Associates deems the purchase or sale of a security or other instrument to be in the best interest of the Account as well as other of its clients, the Portfolio Manager and/or Parametric Associates is hereby authorized, to the extent permitted by applicable law, to aggregate the securities and instruments to be so purchased or sold in order to obtain best execution and to elect, where appropriate, any beneficial regulatory treatment, including real time reporting delays. The Portfolio Manager and/or Parametric Associates may also on occasion purchase or sell a particular security or instrument for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law, allocation of the securities or instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Portfolio Manager and/or Parametric Associates in the manner it considers to be equitable and consistent with its fiduciary obligations to the Account and to such other customers.

(xiii) To the extent that the Trust requests the Portfolio Manager’s assistance with compliance with the Trust’s obligations under Rule 22e-4 under the Investment Company Act, the Trust hereby consents to the Portfolio Manager’s sharing of Account holdings data and other information with State Street Bank and Trust Company or any other third party vendor that the Portfolio Manager may engage for this purpose.

(c) Title to all investments shall be held in the name of the Trust, provided that for convenience in buying, selling and exchanging securities (stocks, bonds, commercial paper, etc.), title to such securities may be held in the name of the Account’s custodian bank, or its nominee, which bank shall be selected by the Trust. All cash and the indicia of ownership of all other investments shall be held by the Account’s custodian bank. The Portfolio Manager shall not be liable for any act or omission of such custodian bank.

(d) Notwithstanding any other provision to the contrary, the Portfolio Manager shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Portfolio or its investments or strategies, or preparing and filing materials for distribution to the Portfolio’s shareholders, including statistical information about the Portfolio and materials regarding the Portfolio’s performance or investments; (b) provision of legal, accounting or tax advice with respect to the Portfolio or its investments by the Portfolio Manager’s in-house legal, accounting or tax departments; (c) providing employees of the Portfolio Manager to serve as officers of the Portfolio; or (d) providing the Portfolio’s Chief Compliance Officer and associated staff or overseeing the Portfolio’s compliance program adopted pursuant to Rule 38a-1 under the Investment Company Act, except to the extent that such oversight responsibilities are required to be performed by the Portfolio Manager under its compliance program adopted pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940 as amended (“Investment Advisers Act”).

 

 

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3. Portfolio Transaction and Brokerage. In placing orders for portfolio securities with brokers and dealers, Portfolio Manager shall use its best efforts to obtain best execution on behalf of the Account. Portfolio Manager may, in its discretion, direct orders to brokers that provide to Portfolio Manager research, analysis, advice and similar services, and Portfolio Manager may cause the Account to pay to those brokers a higher commission than may be charged by other brokers for similar transactions, provided that Portfolio Manager determines in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Portfolio Manager to the Account and any other accounts with respect to which Portfolio Manager exercises investment discretion, and provided further that the extent and continuation of any such practice is subject to review by the Trust’s Board of Trustees. Portfolio Manager shall not execute any portfolio transactions for the Trust with a broker or dealer which is an “affiliated person” of the Trust or Portfolio Manager, including any other investment advisory organization that may, from time to time act as a portfolio manager for the Portfolio or any of the Trust’s other Portfolios, except as permitted under the Investment Company Act and rules promulgated thereunder. The Trust shall provide a list of such affiliated brokers and dealers to Portfolio Manager and will promptly advise Portfolio Manager of any changes in such list. Portfolio Manager shall not be deemed to have breached this section if the list currently in the possession of the Portfolio Manager prior to the purchase in question did not name such broker or dealer as an affiliate. The Portfolio Manager shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Trust or chosen by the Portfolio Manager and/or Parametric Associates with reasonable care.

4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee as set forth in Schedule A hereto.

5. Limitation of Liability and Indemnification. (a) Portfolio Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio or the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or sale of any security or other investment by the Trust on behalf of the Portfolio, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

(b) Notwithstanding the foregoing, Portfolio Manager expressly agrees that the Trust may rely upon: (i) the Portfolio Manager’s current Form ADV; and (ii) information provided, in writing, by Portfolio Manager to the Trust in accordance with Section 9 of this Agreement or otherwise to the extent such information was provided by Portfolio Manager for the purpose of inclusion in SEC Filings, as hereinafter defined provided that a copy of each SEC Filing is provided to Portfolio Manager: (i) at least 10 business days prior to the date on which it will become effective, in the case of a registration statement; (ii) at least 10 business days prior to the date upon which it is filed with the SEC in the case of the Trust’s semi-annual-report on Form N-SAR or any shareholder report or proxy statement; or (iii) at least 10 business days prior to first use, in the case of any other SEC Filing. For purposes of this Section 5, “SEC Filings” means the Trust’s registration statement and amendments thereto and any periodic reports relating to the Trust and its Portfolios that are required by law to be furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission.

(c) Portfolio Manager agrees to indemnify and hold harmless the Trust and each of its Trustees, officers, employees and control persons from any claims, liabilities and reasonable expenses, including reasonable attorneys’ fees (collectively, “Losses”), to the extent that such Losses arise out of any untrue statement of a material fact contained in an SEC Filing or the omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not materially misleading, if such statement or omission was made in reliance upon the Portfolio Manager’s current Form ADV or written information furnished by the Portfolio Manager for the purpose of inclusion in such SEC Filings or other appropriate SEC Filings; provided that a copy of each SEC Filing was provided to Portfolio Manager: (i) at least 10 business days prior to the date on which it will become

 

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effective, in the case of a registration statement; (ii) at least 10 business days prior to the date upon which it is filed with the SEC in the case of the Trust’s semi-annual-report on Form N-SAR or any shareholder report or proxy statement; or (iii) at least 10 business days prior to first use, in the case of any other SEC Filing.

(d) In the event that a legal proceeding is commenced against the Trust on the basis of claims for which the Portfolio Manager would, if such claims were to prevail, be required to indemnify the Trust pursuant to Section 5(c) above, Portfolio Manager will, at its expense, provide such assistance as the Trust may reasonably request in preparing the defense of the such claims (including by way of example making Portfolio Manager’s personnel available for interview by counsel for the Trust, but specifically not including retention or payment of counsel to defend such claims on behalf of the Trust); provided that the Portfolio Manager will not be required to pay any Losses of the Trust except to the extent it may be required to do so under Section 5(c) above.

(e) The indemnification obligations set forth in Section 5 (c) shall not apply unless: (i) the statement or omission in question accurately reflects information provided to the Trust in writing by the Portfolio Manager; (ii) the statement or omission in question was made in an SEC Filing in reliance upon written information provided to the Trust by the Portfolio Manager specifically for use in such SEC Filing; (iii) the Portfolio Manager was afforded the opportunity to review the statement (or the omission was specifically identified to it) in connection with the 10 business day review requirement set forth in Section 5(b) above; and (iv) upon receipt by the Trust of any notice of the commencement of any action or the assertion of any claim to which the indemnification obligations set forth in Section 5(c) may apply, the Trust notifies the Portfolio Manager, within 30 days and in writing, of such receipt and provides to Portfolio Manager the opportunity to participate in the defense and/or settlement of any such action or claim. Further, Portfolio Manager will not be required to indemnify any person under this Section 5 to the extent that Portfolio Manager relied upon statements or information furnished to the Portfolio Manager, in writing, by any officer, employee or Trustee of the Trust, or by the Trust’s custodian, administrator or accounting agent or any other agent of the Trust, in preparing written information provided to the Trust and upon which the Trust relied in preparing the SEC Filing(s) in question.

(f) The Portfolio Manager shall not be liable for: (i) any acts of any other portfolio manager to the Portfolio or the Trust with respect to the portion of the assets of the Portfolio or the Trust not managed by the Portfolio Manager; and (ii) acts of the Portfolio Manager which result from acts of the Trust, including, but not limited to, a failure of the Trust to provide accurate and current information with respect to the investment objectives, , policies, or restrictions applicable to the Portfolio, actions of the Trustees, or any records maintained by Trust or any other portfolio manager to the Portfolio. The Trust agrees that, to the extent the Portfolio Manager complies with the investment objectives, , policies, and restrictions applicable to the Account as provided to the Portfolio Manager by the Trust, and with laws, rules, and regulations applicable to the Portfolio (including, without limitation, any requirements relating to the qualification of the Portfolio as a regulated investment company under Subchapter M of the Code) in the management of the assets of the Portfolio specifically committed to management by the Portfolio Manager, without regard to any other assets or investments of the Portfolio, Portfolio Manager will be conclusively presumed for all purposes to have met its obligations under this Agreement to act in accordance with the investment objectives, , polices, and restrictions applicable to the Portfolio and with laws, rules, and regulations applicable to the Portfolio, it being the intention that for this purpose the assets committed to management by the Portfolio Manager shall be considered a separate and discrete investment portfolio from any other assets of the Portfolio; without limiting the generality of the foregoing, the Portfolio Manager will have no obligation to inquire into, or to take into account, any other investments of the Portfolio in making investment decisions under this Agreement. In no event shall the Portfolio Manager or any officer, director, employee, member, or agent or the Portfolio Manager have any liability arising from the conduct of the Trust and any other portfolio manager with respect to the portion of the Portfolio’s assets not allocated to the Portfolio Manager.

(g) The Portfolio Manager is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Trust by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Trust shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Trust may amend such Schedule C from time to time by written notice to the Portfolio Manager. The Portfolio Manager shall continue to rely upon these instructions until notified by the Advisor to the contrary.

 

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(h) The Portfolio Manager shall not be deemed to have breached this Agreement in connection with fluctuations arising from market movements and other events outside the control of the Portfolio Manager.

(i) The Trust shall indemnify and hold harmless the Portfolio Manager and its officers, directors, trustees, managers, partners, employees, affiliates and agents from and against any and all liabilities, losses, claims, damages and expenses, including reasonable attorneys’ fees and expenses, of any kind or nature directly or indirectly resulting solely from or solely out of: (i) any material misrepresentation, breach of any material representation or failure to comply with any provision, warranty or obligation made by the Trust or its agents in connection with this Agreement or any applicable laws and regulations; (ii) any actions or failure to act by the Trust or its agents in connection with this Agreement that results in a violation of any law; or (iii) any gross negligence, willful misfeasance, bad faith or reckless disregard by the Trust or its affiliates or agents in fulfilling the Trust’s obligations under this Agreement. .

6. Permissible Interest. Subject to and in accordance with the Trust’s Declaration of Trust and Bylaws and corresponding governing documents of Portfolio Manager, Trustees, officers, agents and shareholders of the Trust may have an interest in the Portfolio Manager as officers, directors, agents and/or shareholders or otherwise. Portfolio Manager may have similar interests in the Trust. The effect of any such interrelationships shall be governed by said governing documents and the provisions of the Investment Company Act.

7. Duration, Termination and Amendments. This Agreement shall become effective as of the date first written above and shall continue in effect thereafter for two years. This Agreement shall continue in effect from year to year thereafter for so long as its continuance is specifically approved, at least annually, by: (i) a majority of the Board of Trustees or the vote of the holders of a majority of the Portfolio’s outstanding voting securities; and (ii) the affirmative vote, cast in person at a meeting called for the purpose of voting on such continuance, of a majority of those members of the Board of Trustees (“Independent Trustees”) who are not “interested persons” of the Trust or any investment adviser to the Trust.

This Agreement may be terminated by the Trust or by Portfolio Manager at any time and without penalty upon sixty days written notice to the other party, which notice may be waived by the party entitled to it. This Agreement may not be amended except by an instrument in writing and signed by the party to be bound thereby provided that if the Investment Company Act requires that such amendment be approved by the vote of the Board, the Independent Trustees and/or the holders of the Trust’s or the Portfolio’s outstanding shareholders, such approval must be obtained before any such amendment may become effective. This Agreement shall terminate upon its assignment. For purposes of this Agreement, the terms “majority of the outstanding voting securities,” “assignment” and “interested person” shall have the meanings set forth in the Investment Company Act.

8. Confidentiality; Use of Name. Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers). The parties agree that their respective officers and employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of: (i) information that is or becomes publicly known or available through no act or failure to act of the receiving party under this Agreement; (ii) information that was lawfully obtained by the receiving party from a third party without any obligation known to the recipient to maintain the information as proprietary or confidential; (iii) information that was independently developed by the recipient without any use of or reference to such proprietary information; and (iv) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential.

The Trust acknowledges and agrees to keep all information regarding the RAFI DMF Strategy portfolio, including but not limited to purchases, sales, holdings, or other information provided by the Portfolio Manager with respect to the portfolio (“Portfolio Confidential Information”), confidential and shall not disclose such information to any third parties except the Trust’s employees, officers, and agents (collectively, “Representatives”) who have a need to know such information and as required by applicable law.

 

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Unless and until instructed in writing to the contrary by the Portfolio Manager, the Trust agrees to hold the Portfolio Confidential Information in strict confidence and to take commercially reasonable precautions to protect such Confidential Information including, but not limited to all precautions the Trust employs with respect to its own confidential materials, but in no event less than commercially reasonable care.

The Trust shall, and it shall direct its Representatives to, handle, use, treat and utilize such Portfolio Confidential Information only as follows: (i) use such Portfolio Confidential Information only for the Trust’s purposes; (ii) reproduce such Portfolio Confidential Information only to the extent reasonably necessary for such purpose; (iii) restrict disclosure of such Portfolio Confidential Information to its Representatives with a need to know that are directed to comply with the terms of the Agreement; (iv) use such Portfolio Confidential Information only for the purpose for which it was disclosed and not use or exploit such Portfolio Confidential Information for its own benefit or the benefit of another without the prior written consent of the Portfolio Manager; (v) not disclose such Portfolio Confidential Information or any information derived therefrom to any third party other than its Representatives and as required by law, regulation and legal process, without prior written approval of the Portfolio Manager. The Trust shall be responsible for any breach of the Agreement by its Representatives.

The Trust shall promptly advise the Manager in the event that it becomes aware of the unauthorized disclosure or use of any Portfolio Confidential Information in contravention of the Agreement.

In the event that the Trust receives notice from any person that it may become legally required or compelled to disclose any of the Portfolio Confidential Information, the Trust will promptly supply the Portfolio Manager with written notice thereof (if legally permitted and practicable) and the Portfolio Manager shall have the opportunity to seek a protective order or other arrangement to prevent the disclosure of the Portfolio Confidential Information. The Trust may make disclosures of Portfolio Confidential Information as required by law or court order provided the Trust uses commercially reasonable efforts to limit disclosure and to seek confidential treatment or a protective order and allows the Portfolio Manager to participate in the proceeding.

The Trust acknowledges and agrees that due to the unique nature of Portfolio Confidential Information, the loss by the Portfolio Manager that may be suffered as a result of the breach, or threatened breach, of the covenants and agreements contained herein by the Trust might be immediate, irreparable and might not be adequately remedied by a judgment awarding monetary damages, and that in addition to any recovery of damages at law, the Portfolio Manager shall be entitled to seek (at its own expense) injunctive and, if appropriate, other equitable relief in that regard.

It is acknowledged and agreed that the names “Hirtle Callaghan,” “Hirtle Callaghan Chief Investment Officers” (which is a registered trademark of Hirtle Callaghan & Co., LLC (“HCCI”)), “HC Capital” and any derivative of either, as well as any logo that is now or shall later become associated with either name (“Marks”) are valuable property of HCCI and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any Mark without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data, and the Pacific Investment Management Company LLC Marks (as defined below), by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The Trust shall have full responsibility for the compliance by any such marketing and sales literature with all applicable laws, rules, and regulations, and Portfolio Manager will have no responsibility or liability therefor. The Trust shall also have sole responsibility for the accuracy and completeness of the Registration Statement, except for information regarding the Portfolio Manager that has been specifically approved by the Portfolio Manager for inclusion therein, or other information regarding the Portfolio provided by the Portfolio Manager for inclusion therein. For purposes of this Section 8, performance data shall mean data regarding the performance achieved by the Portfolio Manager in managing the Account and information that is available through third party organizations engaged in the business of gathering and evaluating performance and other data relating to the investment management industry.

 

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It is acknowledged and agreed that the names “Pacific Investment Management Company LLC” and “PIMCO” and any portion or derivative thereof, as well as any logo that is now or shall later become associated with the names (“PIMCO Marks”), are valuable property of the Portfolio Manager and that the use of the PIMCO Marks by the Trust or its agents is permitted only so long as this Agreement is in place.

The provisions of this Section 8 shall survive termination of this Agreement.

9. Representation, Warranties and Agreements.

Portfolio Manager represents and warrants that:

(a) It is registered as an investment adviser under the Investment Advisers Act, it will maintain such registration in full force and effect and will promptly report to the Trust the commencement of any formal proceeding that could render the Portfolio Manager ineligible to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act.

(b) Portfolio Manager understands that the Trust is subject to various regulations under the Investment Company Act which require that the Board review and approve various procedures adopted by portfolio managers and may also require disclosure regarding the Board’s consideration of these matters in various documents required to be filed with the SEC. Portfolio Manager represents that it will, upon reasonable request of the Trust, provide to the Trust information regarding all such matters including, but not limited to, codes of ethics required by Rule 17j-1 under the Investment Company Act and compliance procedures required by Rule 206(4)-7 under the Investment Advisers Act, as well as certifications that, as contemplated under Rule 38a-1 under the Investment Company Act, Portfolio Manager has implemented a compliance program that is reasonably designed to prevent violations of the federal securities laws by the Portfolio with respect to those services provided to the Account pursuant to this Agreement. Portfolio Manager acknowledges that the Trust may, in response to regulations or recommendations issued by the SEC or other regulatory agencies, from time to time, request additional information regarding the policies of Portfolio Manager with regard to personal trading of its directors, partners, officers and employees. Portfolio Manager agrees that it will make reasonable efforts to respond to the Trust’s reasonable requests in this area.

(c) Upon request of the Trust, Portfolio Manager shall promptly supply the Trust with any non-confidential information concerning Portfolio Manager and its members, employees and affiliates that the Trust may reasonably require in connection with the preparation of its registration statements, proxy materials, reports and other documents required, under applicable state or Federal laws, to be filed with state or Federal agencies and/or provided to shareholders of the Trust.

The Trust represents and warrants that:

(a) The Portfolio is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Trust will promptly notify the Portfolio Manager if the Portfolio ceases to be a QIB.

(b) The Account’s assets are free from all liens and charges, and the Trust undertakes that no liens or charges will arise from the acts or omissions of the Trust which may prevent the Portfolio Manager or Parametric Associates from giving a first priority lien or charge on the assets solely in connection with the Portfolio Manager’s and/or Parametric Associates’ authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Portfolio with respect to any investments made for the Account.

(c) The Trust is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and the Trust will promptly notify the Portfolio Manager if the Trust ceases to be a QEP, and hereby consents to be treated as an “exempt account” under CFTC Rule 4.7;

(d) The Trust has all necessary power and authority to execute, deliver and perform the Agreement and all transactions contemplated hereby, and such execution, delivery and performance will not violate any applicable law, rule, regulation, governing document (e.g., Certificate of Incorporation or Bylaws), contract or other material agreement binding upon the Trust.

 

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(e) The Trust has established “know your customer” policies and procedures that comply with all applicable regulations and which are reasonably designed to detect and prevent each client from using the Portfolio Manager’s services for illegal purposes, including to launder money or finance terrorist activities. To the best of the Trust’s knowledge, the Account does not contain funds derived from unlawful activity and/or violates U.S. anti-money laundering laws.

(f) The Trust shall provide the Portfolio Manager, in a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each “government entity” (as defined in Rule 206(4)-5 under the Investment Advisers Act), invested in the Portfolio where the account of such government entity can reasonably be identified as being held in the name of or for the benefit of such government entity on the records of the fund or its transfer agent; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the fund as an option to be offered by such 529 Plan.

10. Status of Portfolio Manager. The Trust and Portfolio Manager acknowledge and agree that the relationship between Portfolio Manager and the Trust is that of an independent contractor and under no circumstances shall any employee of Portfolio Manager be deemed an employee of the Trust or any other organization that the Trust may, from time to time, engage to provide services to the Trust, its Portfolios or its shareholders. The parties also acknowledge and agree that nothing in this Agreement shall be construed to restrict the right of Portfolio Manager or its affiliates to perform investment management or other services to any person or entity, including without limitation, other investment companies and persons who may retain Portfolio Manager to provide investment management services and the performance of such services shall not be deemed to violate or give rise to any duty or obligations to the Trust.

11. Counterparts and Notice. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. Any notice required to be given under this Agreement shall be deemed given when received, in writing addressed and delivered, by certified mail, by electronic mail, by hand or via overnight delivery service as follows:

If to the Trust:

Ms. Colette Bergman

Vice President & Treasurer

HC Capital Trust

Five Tower Bridge, 300 Barr Harbor Drive, Suite 300

West Conshohocken, PA 19428

E-mail: cbergman@hirtlecallaghan.com

If to Portfolio Manager:

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, CA 92660

Fax: 949-720-1376

Attention: General Counsel

E-mail: IMAnotices@pimco.com

cc: Caleb Pitters, Account Manager

E-mail: caleb.pitters@pimco.com

cc: Dan Kaminski, Account Manager

E-mail: dan.kaminski@pimco.com

The Trust consents to the delivery of Account statements, reports and other communications (collectively, “Account Communications”) via electronic mail and/or other electronic means acceptable to the Trust, in lieu of sending such Account Communications as hard copies via fax, mail or other means. The Trust confirms that it has provided the Portfolio Manager with at least one valid electronic mail address where Account Communications can be sent. The Trust acknowledges that the Portfolio Manager reserves the right to distribute certain Account Communications via fax, mail or other means to the extent required by applicable law or otherwise deemed advisable. The Trust may withdraw consent to electronic delivery at any time by giving the Portfolio Manager notice pursuant this Section 11.

 

 

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12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by the law of the State of Delaware provided that nothing herein shall be construed as inconsistent with the Investment Company Act or the Investment Advisers Act.

The Trust acknowledges receipt of Part 2 of each of the Portfolio Manager and Parametric Associates’ Form ADV, copies of which have been provided to the Trust’s Board of Trustees.

Portfolio Manager is hereby expressly put on notice of the limitations of shareholder and Trustee liability set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Portfolio. Portfolio Manager further agrees that it will not seek satisfaction of any such obligations from the shareholders or any individual shareholder of the Trust, or from the Trustees of the Trust or any individual Trustee of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the day and year first written above.

 

ATTEST:

 

Pacific Investment Management Company LLC

 

By:

 

/s/ Robert O. Young

Robert O. Young, Managing Director

 

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.

 

 

ATTEST:

 

The HC Capital Trust

(on behalf of The Institutional Value Equity Portfolio)

 

By:

 

/s/ Mark Hausmann

Mark Hausmann, Assistant Treasurer

 

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SCHEDULE A

FEE SCHEDULE

HC CAPITAL TRUST

The Institutional Value Equity Portfolio (Account #15648)

December 20, 2018

Following is the schedule of annual fees for advice and counseling services performed by the Portfolio Manager with respect to the PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy investment portfolio of the Institutional Value Equity Portfolio (herein, “Account #15648”).

For the first year following the funding of Account #15648, the following fee schedule shall apply:

0.175% on first $600 million

0.15% on next $700 million

0.125% thereafter

As of the expiry of the first year following the funding of Account #15648:

Should the market value of the Combined Assets (as defined below) not reach $600 million or more, the following fee schedule shall apply on a go forward basis:

0.20% on all assets

Should the market value of the Combined Assets reach and maintain $600 million or more, the following fee schedule shall apply:

0.175% on first $600 million

0.15% on next $700 million

0.125% thereafter

Should the market value of the Combined Assets subsequently fall below $600 million, the following fee schedule shall apply:

0.20% on all assets

For purposes of this Schedule A, the term “Combined Assets” shall mean the sum of: (a) the net assets in Account #15648; and (b) the net assets of The Institutional Growth Equity Portfolio of the Trust managed by Portfolio Manager using its PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (“Account #15649”).

Fees are payable monthly in arrears and are computed based on the combined market value of the Combined Assets as reported on the custodian’s statement at the end of the billing period prorated for contributions or withdrawals in accordance with Portfolio Manager’s standard policy, which currently provides for adjustments of daily net flows in excess of 1% of the account market value when calculating fees under this Agreement. Portfolio Manager may periodically re-evaluate its standard policy and reduce or increase the percentage threshold for cash flow proration. For billing calculation, the Portfolio Manager will aggregate assets to derive an average basis point, which shall be applied to the Account.

Fees shall be prorated on a daily basis when the Account is under the supervision of the Portfolio Manager for a portion of any quarter.

The Account is comprised of all funds and assets, including cash, cash accruals, additions, substitutions and alterations which are subject to advice by the Portfolio Manager.

The Trust shall be responsible for the payment of any value-added, withholding or other applicable tax, if any, that may be assessed, due or owed in connection with payment of the management fee hereunder. To the extent applicable, if any such taxes are assessed, due or owed by the Trust in connection with the Trust’s payment of the Portfolio Manager’s fee, the Trust will pay such amounts as required and will otherwise hold the Portfolio Manager harmless for the payment of such taxes.

 

Schedule A – 1


SCHEDULE B

DESIGNATED REPRESENTATIVES

OF THE

HC CAPITAL TRUST

The Institutional Value Equity Portfolio (Account #15648)

 

LOGO

I, Curtis Barnes, hereby certify that I am the duly elected and acting Secretary of HC Capital Trust and do certify as follows:

 

  1.

That the persons named below are officers of HC Capital Trust, holding the office set forth opposite his/her name and, as such, are authorized to act on behalf of HC Capital Trust and each series thereunder.

 

Name

  

Title

Jonathan J. Hirtle

  

President

Colette Bergman

  

Vice President and Treasurer

Mark Hausmann

  

Assistant Treasurer

Christopher Sabato

  

Assistant Treasurer

IN WITNESS WHEREOF, the undersigned has executed this certificate on the 13th day of September, 2018.

 

/s/ Curtis Barnes

SECRETARY – Curtis Barnes

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK

On this 13th day of September, 2018, before me personally came Curtis Barnes and to me known and known to me to be the person described herein and who executed the annexed instrument, and thereupon acknowledged to me that he executed the same.

 

/s/ Margaret M. Alvarado

Notary Public – Margaret M. Alvarado

My Commission Expires: 7/20/2023

 

Schedule B – 1

PORTFOLIO MANAGEMENT AGREEMENT

For The Institutional Growth Equity Portfolio

AGREEMENT made this 12th day of December, 2018, between Pacific Investment Management Company LLC, a limited liability company organized under the laws of Delaware (“Portfolio Manager”), and HC Capital Trust, a Delaware Statutory Trust (“Trust”).

WHEREAS, the Trust is registered as an open-end, diversified, management investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”) which offers several series of shares of beneficial interests (“shares”) representing interests in separate investment portfolios; and

WHEREAS, the Trust desires to retain the Portfolio Manager to provide a continuous program of investment management to that portion of the assets of The Institutional Growth Equity Portfolio of the Trust (“Portfolio”) that may, from time to time be allocated to its PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (“RAFI DMF Strategy”) by, or under the supervision of, the Trust’s Board of Trustees, and Portfolio Manager is willing, in accordance with the terms and conditions hereof, to provide such services to the Trust;

NOW THEREFORE, in consideration of the promises and covenants set forth herein and intending to be legally bound hereby, it is agreed between the parties as follows:

1. Appointment of Portfolio Manager. The Trust hereby retains Portfolio Manager to provide the investment services set forth herein and Portfolio Manager agrees to accept such appointment. In carrying out its responsibilities under this Agreement, the Portfolio Manager shall at all times act in accordance with the investment objectives, , policies and restrictions applicable to the Portfolio as set forth in the then current Registration Statement of the Trust delivered by the Trust to the Portfolio Manager, applicable provisions of the Investment Company Act and the rules and regulations promulgated under the Investment Company Act and other applicable federal securities laws.

2. Duties of Portfolio Manager. (a) Portfolio Manager shall provide a continuous program of investment management for that portion of the assets of the Portfolio that may, from time to time be allocated to its RAFI DMF Strategy (the “Account”) by, or under the supervision of, the Trust’s Board of Trustees, as indicated in writing by an authorized officer of the Trust. It is understood that the Account may consist of all, a portion of or none of the assets of the Portfolio, and that the Board of Trustees and/or HC Capital Solutions, the Trust’s investment adviser, has the right to allocate and reallocate such assets to the Account at any time, and from time to time, upon such notice to the Portfolio Manager as may be reasonably necessary, in the view of the Trust, to ensure orderly management of the Account or the Portfolio. The Portfolio Manager’s responsibility for providing portfolio management services to the Portfolio shall be limited to the Account.

(b) Subject to the general supervision of the Trust’s Board of Trustees, Portfolio Manager shall have sole investment discretion with respect to the Account, including investment research, selection of the securities to be purchased and sold and the portion of the Account, if any, that shall be held uninvested, and the selection of brokers and dealers through which securities transactions in the Account shall be executed. The Portfolio Manager shall not consult with any other portfolio manager of the Portfolio concerning transactions for the Portfolio in securities or other assets. Specifically, and without limiting the generality of the foregoing, Portfolio Manager agrees that it will:

(i) advise the Portfolio’s designated custodian bank and administrator or accounting agent on each business day of each purchase and sale, as the case may be, made on behalf of the Account, specifying the name and quantity of the security purchased or sold, the unit and aggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, the identity of the effecting broker or dealer and/or such other information, and in such manner, as may from time to time be reasonably requested by the Trust;

 

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(ii) maintain all applicable books and records with respect to the securities transactions of the Account. Specifically, Portfolio Manager agrees to maintain with respect to the Account those records required to be maintained under Rule 31a-1(b)(1), (b)(5) and (b)(6) under the Investment Company Act with respect to transactions in the Account including, without limitation, records which reflect securities purchased or sold in the Account, showing for each such transaction, the name and quantity of securities, the unit and aggregate purchase or sale price, commission paid, the market on which the transaction was effected, the trade date, the settlement date, and the identity of the effecting broker or dealer. Portfolio Manager will preserve such records in the manner and for the periods prescribed by Rule 31a-2 under the Investment Company Act. Portfolio Manager acknowledges and agrees that all records it maintains for the Trust are the property of the Trust, and Portfolio Manager will surrender promptly to the Trust any such records upon the Trust’s request. The Trust agrees, however, that Portfolio Manager may retain copies of those records that are required to be maintained by Portfolio Manager under federal or state regulations to which it may be subject or are reasonably necessary for purposes of conducting its business;

(iii) provide, in a timely manner, such information as may be reasonably requested by the Trust or its designated agents in connection with, among other things, the Trust’s daily computation of the Portfolio’s net asset value and net income, preparation of proxy statements or amendments to the Trust’s registration statement and monitoring investments made in the Account to ensure compliance with the various limitations on investments applicable to the Portfolio and to ensure that the Portfolio will continue to qualify for the special tax treatment accorded to regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”); and

(iv) render regular reports to the Trust concerning the performance of Portfolio Manager of its responsibilities under this Agreement. In particular, Portfolio Manager agrees that certain specified account management personnel will, at the reasonable request of the Board of Trustees, attend meetings of the Board or its validly constituted committees and will, in addition, make its officers and employees available to meet with the officers and employees of the Trust at least quarterly and at other times upon reasonable notice, to review the investments and investment program of the Account.

(v) Portfolio Manager may delegate trade execution and other support functions (but not portfolio management) to its affiliates which are either controlled by or under common control with the Portfolio Manager including PIMCO Asia Limited, PIMCO Australia Pty Ltd, PIMCO Asia Pte Ltd., PIMCO Deutschland GmbH, PIMCO Japan Ltd., and PIMCO Europe Ltd. Information may be shared between such companies as necessary to accomplish the purposes of this agreement. Additionally, Portfolio Manager will have the ability to delegate back office services to State Street Investment Manager Solutions, LLC. In all cases, Portfolio Manager shall remain liable as if such services were provided directly. No additional fees shall be imposed for such services except as otherwise agreed.

(vi) With the prior approval of the Trust, Portfolio Manager may engage sub-advisers and/or portfolio implementers to assist with managing the Account’s portfolio. The Trust hereby acknowledges and agrees that the Portfolio Manager may utilize the services of Parametric Portfolio Associates LLC (“Parametric Associates”), the Account’s sub-adviser, to assist with the implementation of the Account’s investment strategy, as directed by the Portfolio Manager, including delegation of responsibility for all of the Account’s portfolio transactions. Additionally, the Portfolio Manager will have the ability to delegate middle and back office services for the Account to Parametric Associates. For the avoidance of doubt, the Trust acknowledges and agrees that the authorities and rights granted to the Portfolio Manager in this Agreement, are also granted to Parametric Associates, as applicable. In all cases, the Portfolio Manager provides general oversight and supervision with respect to the services provided by Parametric Associates, including investment decisions made by Parametric on behalf of the Account, and the Portfolio Manager shall remain liable as if the services were provided directly.

(vii) The Portfolio Manager is authorized on behalf of the Account to (i) enter into agreements and execute any documents (e.g., any derivatives documentation such as exchange traded and over-the-counter, as applicable) required to make investments which shall include any market and/or industry standard documentation and the standard representations contained therein; and (ii) acknowledge the receipt of brokers’ risk disclosure statements, electronic trading disclosure statements and similar disclosures.

(viii) The Portfolio Manager shall have authority to instruct the custodian to: (i) pay cash for securities and other property delivered for the Account, (ii) deliver or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any derivatives contracts, and other property purchased or sold in the Account, and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to the extent necessary to meet the obligations of the Account with respect to any investments made. The Portfolio Manager shall not have the authority to cause the Trust to deliver securities and other property, or pay cash to the Portfolio Manager

 

 

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(ix) The investment authority granted to the Portfolio Manager shall include the sole authority to exercise whatever powers the Trust may possess with respect to any of its assets held in the Account, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges, and redemption privileges, and to tender securities pursuant to a tender offer, and to delegate such authority or employ agents to exercise such authority. The Portfolio Manager will use commercially reasonable efforts to elect on corporate actions within the time frame prescribed by the custodian or other agent of the Account. The Portfolio Manager (including any delegates and/or agents) will not file class action claim forms or otherwise exercise any rights the Trust may have with respect to participating in, commencing or defending suits or legal proceedings involving securities or issuers of securities held in, or formerly held in, the Account, unless the Portfolio Manager and the Trust mutually agree in writing that the Portfolio Manager takes any such actions.

(x) The Portfolio Manager is authorized to effect cross transactions between the Account and other accounts managed by the Portfolio Manager and its affiliates.

(xi) The Portfolio Manager shall not engage in securities lending transactions on behalf of the Account. If the custodian enters into securities lending transactions on behalf of the Account, the Trust or the custodian shall be responsible for ensuring that the securities or other assets in the Account are available for sale at all times. The Portfolio Manager shall not be liable for any loss resulting from the sale by the Portfolio Manager of a security that is not available in the Account for settlement as a result of such securities lending transactions.

(xii) On occasions when the Portfolio Manager and/or Parametric Associates deems the purchase or sale of a security or other instrument to be in the best interest of the Account as well as other of its clients, the Portfolio Manager and/or Parametric Associates is hereby authorized, to the extent permitted by applicable law, to aggregate the securities and instruments to be so purchased or sold in order to obtain best execution and to elect, where appropriate, any beneficial regulatory treatment, including real time reporting delays. The Portfolio Manager and/or Parametric Associates may also on occasion purchase or sell a particular security or instrument for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law, allocation of the securities or instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Portfolio Manager and/or Parametric Associates in the manner it considers to be equitable and consistent with its fiduciary obligations to the Account and to such other customers.

(xiii) To the extent that the Trust requests the Portfolio Manager’s assistance with compliance with the Trust’s obligations under Rule 22e-4 under the Investment Company Act, the Trust hereby consents to the Portfolio Manager’s sharing of Account holdings data and other information with State Street Bank and Trust Company or any other third party vendor that the Portfolio Manager may engage for this purpose.

(c) Title to all investments shall be held in the name of the Trust, provided that for convenience in buying, selling and exchanging securities (stocks, bonds, commercial paper, etc.), title to such securities may be held in the name of the Account’s custodian bank, or its nominee, which bank shall be selected by the Trust. All cash and the indicia of ownership of all other investments shall be held by the Account’s custodian bank. The Portfolio Manager shall not be liable for any act or omission of such custodian bank.

(d) Notwithstanding any other provision to the contrary, the Portfolio Manager shall have no obligation to perform the following services: (a) shareholder services or support functions, such as responding to shareholders’ questions about the Portfolio or its investments or strategies, or preparing and filing materials for distribution to the Portfolio’s shareholders, including statistical information about the Portfolio and materials regarding the Portfolio’s performance or investments; (b) provision of legal, accounting or tax advice with respect to the Portfolio or its investments by the Portfolio Manager’s in-house legal, accounting or tax departments; (c) providing employees of the Portfolio Manager to serve as officers of the Portfolio; or (d) providing the Portfolio’s Chief Compliance Officer and associated staff or overseeing the Portfolio’s compliance program adopted pursuant to Rule 38a-1 under the Investment Company Act, except to the extent that such oversight responsibilities are required to be performed by the Portfolio Manager under its compliance program adopted pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940 as amended (“Investment Advisers Act”).

 

 

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3. Portfolio Transaction and Brokerage. In placing orders for portfolio securities with brokers and dealers, Portfolio Manager shall use its best efforts to obtain best execution on behalf of the Account. Portfolio Manager may, in its discretion, direct orders to brokers that provide to Portfolio Manager research, analysis, advice and similar services, and Portfolio Manager may cause the Account to pay to those brokers a higher commission than may be charged by other brokers for similar transactions, provided that Portfolio Manager determines in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Portfolio Manager to the Account and any other accounts with respect to which Portfolio Manager exercises investment discretion, and provided further that the extent and continuation of any such practice is subject to review by the Trust’s Board of Trustees. Portfolio Manager shall not execute any portfolio transactions for the Trust with a broker or dealer which is an “affiliated person” of the Trust or Portfolio Manager, including any other investment advisory organization that may, from time to time act as a portfolio manager for the Portfolio or any of the Trust’s other Portfolios, except as permitted under the Investment Company Act and rules promulgated thereunder. The Trust shall provide a list of such affiliated brokers and dealers to Portfolio Manager and will promptly advise Portfolio Manager of any changes in such list. Portfolio Manager shall not be deemed to have breached this section if the list currently in the possession of the Portfolio Manager prior to the purchase in question did not name such broker or dealer as an affiliate. The Portfolio Manager shall not be liable for any act or omission of any brokerage firm or firms or counterparties designated by the Trust or chosen by the Portfolio Manager and/or Parametric Associates with reasonable care.

4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee as set forth in Schedule A hereto.

5. Limitation of Liability and Indemnification. (a) Portfolio Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio or the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or sale of any security or other investment by the Trust on behalf of the Portfolio, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

(b) Notwithstanding the foregoing, Portfolio Manager expressly agrees that the Trust may rely upon: (i) the Portfolio Manager’s current Form ADV; and (ii) information provided, in writing, by Portfolio Manager to the Trust in accordance with Section 9 of this Agreement or otherwise to the extent such information was provided by Portfolio Manager for the purpose of inclusion in SEC Filings, as hereinafter defined provided that a copy of each SEC Filing is provided to Portfolio Manager: (i) at least 10 business days prior to the date on which it will become effective, in the case of a registration statement; (ii) at least 10 business days prior to the date upon which it is filed with the SEC in the case of the Trust’s semi-annual-report on Form N-SAR or any shareholder report or proxy statement; or (iii) at least 10 business days prior to first use, in the case of any other SEC Filing. For purposes of this Section 5, “SEC Filings” means the Trust’s registration statement and amendments thereto and any periodic reports relating to the Trust and its Portfolios that are required by law to be furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission.

(c) Portfolio Manager agrees to indemnify and hold harmless the Trust and each of its Trustees, officers, employees and control persons from any claims, liabilities and reasonable expenses, including reasonable attorneys’ fees (collectively, “Losses”), to the extent that such Losses arise out of any untrue statement of a material fact contained in an SEC Filing or the omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they are made, not materially misleading, if such statement or omission was made in reliance upon the Portfolio Manager’s current Form ADV or written information furnished by the Portfolio Manager for the purpose of inclusion in such SEC Filings or other appropriate SEC Filings; provided that a copy of each SEC Filing was provided to Portfolio Manager: (i) at least 10 business days prior to the date on which it will become

 

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effective, in the case of a registration statement; (ii) at least 10 business days prior to the date upon which it is filed with the SEC in the case of the Trust’s semi-annual-report on Form N-SAR or any shareholder report or proxy statement; or (iii) at least 10 business days prior to first use, in the case of any other SEC Filing.

(d) In the event that a legal proceeding is commenced against the Trust on the basis of claims for which the Portfolio Manager would, if such claims were to prevail, be required to indemnify the Trust pursuant to Section 5(c) above, Portfolio Manager will, at its expense, provide such assistance as the Trust may reasonably request in preparing the defense of the such claims (including by way of example making Portfolio Manager’s personnel available for interview by counsel for the Trust, but specifically not including retention or payment of counsel to defend such claims on behalf of the Trust); provided that the Portfolio Manager will not be required to pay any Losses of the Trust except to the extent it may be required to do so under Section 5(c) above.

(e) The indemnification obligations set forth in Section 5 (c) shall not apply unless: (i) the statement or omission in question accurately reflects information provided to the Trust in writing by the Portfolio Manager; (ii) the statement or omission in question was made in an SEC Filing in reliance upon written information provided to the Trust by the Portfolio Manager specifically for use in such SEC Filing; (iii) the Portfolio Manager was afforded the opportunity to review the statement (or the omission was specifically identified to it) in connection with the 10 business day review requirement set forth in Section 5(b) above; and (iv) upon receipt by the Trust of any notice of the commencement of any action or the assertion of any claim to which the indemnification obligations set forth in Section 5(c) may apply, the Trust notifies the Portfolio Manager, within 30 days and in writing, of such receipt and provides to Portfolio Manager the opportunity to participate in the defense and/or settlement of any such action or claim. Further, Portfolio Manager will not be required to indemnify any person under this Section 5 to the extent that Portfolio Manager relied upon statements or information furnished to the Portfolio Manager, in writing, by any officer, employee or Trustee of the Trust, or by the Trust’s custodian, administrator or accounting agent or any other agent of the Trust, in preparing written information provided to the Trust and upon which the Trust relied in preparing the SEC Filing(s) in question.

(f) The Portfolio Manager shall not be liable for: (i) any acts of any other portfolio manager to the Portfolio or the Trust with respect to the portion of the assets of the Portfolio or the Trust not managed by the Portfolio Manager; and (ii) acts of the Portfolio Manager which result from acts of the Trust, including, but not limited to, a failure of the Trust to provide accurate and current information with respect to the investment objectives, , policies, or restrictions applicable to the Portfolio, actions of the Trustees, or any records maintained by Trust or any other portfolio manager to the Portfolio. The Trust agrees that, to the extent the Portfolio Manager complies with the investment objectives, , policies, and restrictions applicable to the Account as provided to the Portfolio Manager by the Trust, and with laws, rules, and regulations applicable to the Portfolio (including, without limitation, any requirements relating to the qualification of the Portfolio as a regulated investment company under Subchapter M of the Code) in the management of the assets of the Portfolio specifically committed to management by the Portfolio Manager, without regard to any other assets or investments of the Portfolio, Portfolio Manager will be conclusively presumed for all purposes to have met its obligations under this Agreement to act in accordance with the investment objectives, , polices, and restrictions applicable to the Portfolio and with laws, rules, and regulations applicable to the Portfolio, it being the intention that for this purpose the assets committed to management by the Portfolio Manager shall be considered a separate and discrete investment portfolio from any other assets of the Portfolio; without limiting the generality of the foregoing, the Portfolio Manager will have no obligation to inquire into, or to take into account, any other investments of the Portfolio in making investment decisions under this Agreement. In no event shall the Portfolio Manager or any officer, director, employee, member, or agent or the Portfolio Manager have any liability arising from the conduct of the Trust and any other portfolio manager with respect to the portion of the Portfolio’s assets not allocated to the Portfolio Manager.

(g) The Portfolio Manager is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Trust by any one or more of those persons designated as representatives of the Trust whose names, titles and specimen signatures appear in Schedule C attached hereto. The Trust shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Trust. The Trust may amend such Schedule C from time to time by written notice to the Portfolio Manager. The Portfolio Manager shall continue to rely upon these instructions until notified by the Advisor to the contrary.

 

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(h) The Portfolio Manager shall not be deemed to have breached this Agreement in connection with fluctuations arising from market movements and other events outside the control of the Portfolio Manager.

(i) The Trust shall indemnify and hold harmless the Portfolio Manager and its officers, directors, trustees, managers, partners, employees, affiliates and agents from and against any and all liabilities, losses, claims, damages and expenses, including reasonable attorneys’ fees and expenses, of any kind or nature directly or indirectly resulting solely from or solely out of: (i) any material misrepresentation, breach of any material representation or failure to comply with any provision, warranty or obligation made by the Trust or its agents in connection with this Agreement or any applicable laws and regulations; (ii) any actions or failure to act by the Trust or its agents in connection with this Agreement that results in a violation of any law; or (iii) any gross negligence, willful misfeasance, bad faith or reckless disregard by the Trust or its affiliates or agents in fulfilling the Trust’s obligations under this Agreement. .

6. Permissible Interest. Subject to and in accordance with the Trust’s Declaration of Trust and Bylaws and corresponding governing documents of Portfolio Manager, Trustees, officers, agents and shareholders of the Trust may have an interest in the Portfolio Manager as officers, directors, agents and/or shareholders or otherwise. Portfolio Manager may have similar interests in the Trust. The effect of any such interrelationships shall be governed by said governing documents and the provisions of the Investment Company Act.

7. Duration, Termination and Amendments. This Agreement shall become effective as of the date first written above and shall continue in effect thereafter for two years. This Agreement shall continue in effect from year to year thereafter for so long as its continuance is specifically approved, at least annually, by: (i) a majority of the Board of Trustees or the vote of the holders of a majority of the Portfolio’s outstanding voting securities; and (ii) the affirmative vote, cast in person at a meeting called for the purpose of voting on such continuance, of a majority of those members of the Board of Trustees (“Independent Trustees”) who are not “interested persons” of the Trust or any investment adviser to the Trust.

This Agreement may be terminated by the Trust or by Portfolio Manager at any time and without penalty upon sixty days written notice to the other party, which notice may be waived by the party entitled to it. This Agreement may not be amended except by an instrument in writing and signed by the party to be bound thereby provided that if the Investment Company Act requires that such amendment be approved by the vote of the Board, the Independent Trustees and/or the holders of the Trust’s or the Portfolio’s outstanding shareholders, such approval must be obtained before any such amendment may become effective. This Agreement shall terminate upon its assignment. For purposes of this Agreement, the terms “majority of the outstanding voting securities,” “assignment” and “interested person” shall have the meanings set forth in the Investment Company Act.

8. Confidentiality; Use of Name. Portfolio Manager and the Trust acknowledge and agree that during the term of this Agreement the parties may have access to certain information that is proprietary to the Trust or Portfolio Manager, respectively (or to their affiliates and/or service providers). The parties agree that their respective officers and employees shall treat all such proprietary information as confidential and will not use or disclose information contained in, or derived from such material for any purpose other than in connection with the carrying out of their responsibilities under this Agreement and the management of the Trust’s assets, provided, however, that this shall not apply in the case of: (i) information that is or becomes publicly known or available through no act or failure to act of the receiving party under this Agreement; (ii) information that was lawfully obtained by the receiving party from a third party without any obligation known to the recipient to maintain the information as proprietary or confidential; (iii) information that was independently developed by the recipient without any use of or reference to such proprietary information; and (iv) disclosures required by law or requested by any regulatory authority that may have jurisdiction over Portfolio Manager or the Trust, as the case may be, in which case such party shall request such confidential treatment of such information as may be reasonably available. In addition, each party shall use its reasonable efforts to ensure that its agents or affiliates who may gain access to such proprietary information shall be made aware of the proprietary nature and shall likewise treat such materials as confidential.

The Trust acknowledges and agrees to keep all information regarding the RAFI DMF Strategy portfolio, including but not limited to purchases, sales, holdings, or other information provided by the Portfolio Manager with respect to the portfolio (“Portfolio Confidential Information”), confidential and shall not disclose such information to any third parties except the Trust’s employees, officers, and agents (collectively, “Representatives”) who have a need to know such information and as required by applicable law.

 

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Unless and until instructed in writing to the contrary by the Portfolio Manager, the Trust agrees to hold the Portfolio Confidential Information in strict confidence and to take commercially reasonable precautions to protect such Confidential Information including, but not limited to all precautions the Trust employs with respect to its own confidential materials, but in no event less than commercially reasonable care.

The Trust shall, and it shall direct its Representatives to, handle, use, treat and utilize such Portfolio Confidential Information only as follows: (i) use such Portfolio Confidential Information only for the Trust’s purposes; (ii) reproduce such Portfolio Confidential Information only to the extent reasonably necessary for such purpose; (iii) restrict disclosure of such Portfolio Confidential Information to its Representatives with a need to know that are directed to comply with the terms of the Agreement; (iv) use such Portfolio Confidential Information only for the purpose for which it was disclosed and not use or exploit such Portfolio Confidential Information for its own benefit or the benefit of another without the prior written consent of the Portfolio Manager; (v) not disclose such Portfolio Confidential Information or any information derived therefrom to any third party other than its Representatives and as required by law, regulation and legal process, without prior written approval of the Portfolio Manager. The Trust shall be responsible for any breach of the Agreement by its Representatives.

The Trust shall promptly advise the Manager in the event that it becomes aware of the unauthorized disclosure or use of any Portfolio Confidential Information in contravention of the Agreement.

In the event that the Trust receives notice from any person that it may become legally required or compelled to disclose any of the Portfolio Confidential Information, the Trust will promptly supply the Portfolio Manager with written notice thereof (if legally permitted and practicable) and the Portfolio Manager shall have the opportunity to seek a protective order or other arrangement to prevent the disclosure of the Portfolio Confidential Information. The Trust may make disclosures of Portfolio Confidential Information as required by law or court order provided the Trust uses commercially reasonable efforts to limit disclosure and to seek confidential treatment or a protective order and allows the Portfolio Manager to participate in the proceeding.

The Trust acknowledges and agrees that due to the unique nature of Portfolio Confidential Information, the loss by the Portfolio Manager that may be suffered as a result of the breach, or threatened breach, of the covenants and agreements contained herein by the Trust might be immediate, irreparable and might not be adequately remedied by a judgment awarding monetary damages, and that in addition to any recovery of damages at law, the Portfolio Manager shall be entitled to seek (at its own expense) injunctive and, if appropriate, other equitable relief in that regard.

It is acknowledged and agreed that the names “Hirtle Callaghan,” “Hirtle Callaghan Chief Investment Officers” (which is a registered trademark of Hirtle Callaghan & Co., LLC (“HCCI”)), “HC Capital” and any derivative of either, as well as any logo that is now or shall later become associated with either name (“Marks”) are valuable property of HCCI and that the use of the Marks, or any one of them, by the Trust or its agents is subject to the license granted to the Trust by HCCI. Portfolio Manager agrees that it will not use any Mark without the prior written consent of the Trust. Portfolio Manager consents to use of its name, performance data, biographical data and other pertinent data, and the Pacific Investment Management Company LLC Marks (as defined below), by the Trust for use in marketing and sales literature, provided that any such marketing and sales literature shall not be used by the Trust without the prior written consent of Portfolio Manager, which consent shall not be unreasonably withheld. The Trust shall have full responsibility for the compliance by any such marketing and sales literature with all applicable laws, rules, and regulations, and Portfolio Manager will have no responsibility or liability therefor. The Trust shall also have sole responsibility for the accuracy and completeness of the Registration Statement, except for information regarding the Portfolio Manager that has been specifically approved by the Portfolio Manager for inclusion therein, or other information regarding the Portfolio provided by the Portfolio Manager for inclusion therein. For purposes of this Section 8, performance data shall mean data regarding the performance achieved by the Portfolio Manager in managing the Account and information that is available through third party organizations engaged in the business of gathering and evaluating performance and other data relating to the investment management industry.

 

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It is acknowledged and agreed that the names “Pacific Investment Management Company LLC” and “PIMCO” and any portion or derivative thereof, as well as any logo that is now or shall later become associated with the names (“PIMCO Marks”), are valuable property of the Portfolio Manager and that the use of the PIMCO Marks by the Trust or its agents is permitted only so long as this Agreement is in place.

The provisions of this Section 8 shall survive termination of this Agreement.

9. Representation, Warranties and Agreements.

Portfolio Manager represents and warrants that:

(a) It is registered as an investment adviser under the Investment Advisers Act, it will maintain such registration in full force and effect and will promptly report to the Trust the commencement of any formal proceeding that could render the Portfolio Manager ineligible to serve as an investment adviser to a registered investment company under Section 9 of the Investment Company Act.

(b) Portfolio Manager understands that the Trust is subject to various regulations under the Investment Company Act which require that the Board review and approve various procedures adopted by portfolio managers and may also require disclosure regarding the Board’s consideration of these matters in various documents required to be filed with the SEC. Portfolio Manager represents that it will, upon reasonable request of the Trust, provide to the Trust information regarding all such matters including, but not limited to, codes of ethics required by Rule 17j-1 under the Investment Company Act and compliance procedures required by Rule 206(4)-7 under the Investment Advisers Act, as well as certifications that, as contemplated under Rule 38a-1 under the Investment Company Act, Portfolio Manager has implemented a compliance program that is reasonably designed to prevent violations of the federal securities laws by the Portfolio with respect to those services provided to the Account pursuant to this Agreement. Portfolio Manager acknowledges that the Trust may, in response to regulations or recommendations issued by the SEC or other regulatory agencies, from time to time, request additional information regarding the policies of Portfolio Manager with regard to personal trading of its directors, partners, officers and employees. Portfolio Manager agrees that it will make reasonable efforts to respond to the Trust’s reasonable requests in this area.

(c) Upon request of the Trust, Portfolio Manager shall promptly supply the Trust with any non-confidential information concerning Portfolio Manager and its members, employees and affiliates that the Trust may reasonably require in connection with the preparation of its registration statements, proxy materials, reports and other documents required, under applicable state or Federal laws, to be filed with state or Federal agencies and/or provided to shareholders of the Trust.

The Trust represents and warrants that:

(a) The Portfolio is a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended, and the Trust will promptly notify the Portfolio Manager if the Portfolio ceases to be a QIB.

(b) The Account’s assets are free from all liens and charges, and the Trust undertakes that no liens or charges will arise from the acts or omissions of the Trust which may prevent the Portfolio Manager or Parametric Associates from giving a first priority lien or charge on the assets solely in connection with the Portfolio Manager’s and/or Parametric Associates’ authority to direct the deposit of margin or collateral to the extent necessary to meet the obligations of the Portfolio with respect to any investments made for the Account.

(c) The Trust is a “qualified eligible person” (“QEP”) as defined in Commodity Futures Trading Commission Rule 4.7 (“CFTC Rule 4.7”), and the Trust will promptly notify the Portfolio Manager if the Trust ceases to be a QEP, and hereby consents to be treated as an “exempt account” under CFTC Rule 4.7;

(d) The Trust has all necessary power and authority to execute, deliver and perform the Agreement and all transactions contemplated hereby, and such execution, delivery and performance will not violate any applicable law, rule, regulation, governing document (e.g., Certificate of Incorporation or Bylaws), contract or other material agreement binding upon the Trust.

 

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(e) The Trust has established “know your customer” policies and procedures that comply with all applicable regulations and which are reasonably designed to detect and prevent each client from using the Portfolio Manager’s services for illegal purposes, including to launder money or finance terrorist activities. To the best of the Trust’s knowledge, the Account does not contain funds derived from unlawful activity and/or violates U.S. anti-money laundering laws.

(f) The Trust shall provide the Portfolio Manager, in a manner and with such frequency as is mutually agreed upon by the parties, with a list of (i) each “government entity” (as defined in Rule 206(4)-5 under the Investment Advisers Act), invested in the Portfolio where the account of such government entity can reasonably be identified as being held in the name of or for the benefit of such government entity on the records of the fund or its transfer agent; and (ii) each government entity that sponsors or establishes a 529 Plan and has selected the fund as an option to be offered by such 529 Plan.

10. Status of Portfolio Manager. The Trust and Portfolio Manager acknowledge and agree that the relationship between Portfolio Manager and the Trust is that of an independent contractor and under no circumstances shall any employee of Portfolio Manager be deemed an employee of the Trust or any other organization that the Trust may, from time to time, engage to provide services to the Trust, its Portfolios or its shareholders. The parties also acknowledge and agree that nothing in this Agreement shall be construed to restrict the right of Portfolio Manager or its affiliates to perform investment management or other services to any person or entity, including without limitation, other investment companies and persons who may retain Portfolio Manager to provide investment management services and the performance of such services shall not be deemed to violate or give rise to any duty or obligations to the Trust.

11. Counterparts and Notice. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. Any notice required to be given under this Agreement shall be deemed given when received, in writing addressed and delivered, by certified mail, by electronic mail, by hand or via overnight delivery service as follows:

If to the Trust:

Ms. Colette Bergman

Vice President & Treasurer

HC Capital Trust

Five Tower Bridge, 300 Barr Harbor Drive, Suite 300

West Conshohocken, PA 19428

E-mail: cbergman@hirtlecallaghan.com

If to Portfolio Manager:

Pacific Investment Management Company LLC

650 Newport Center Drive

Newport Beach, CA 92660

Fax: 949-720-1376

Attention: General Counsel

E-mail: IMAnotices@pimco.com

cc: Caleb Pitters, Account Manager

E-mail: caleb.pitters@pimco.com

cc: Dan Kaminski, Account Manager

E-mail: dan.kaminski@pimco.com

The Trust consents to the delivery of Account statements, reports and other communications (collectively, “Account Communications”) via electronic mail and/or other electronic means acceptable to the Trust, in lieu of sending such Account Communications as hard copies via fax, mail or other means. The Trust confirms that it has provided the Portfolio Manager with at least one valid electronic mail address where Account Communications can be sent. The Trust acknowledges that the Portfolio Manager reserves the right to distribute certain Account Communications via fax, mail or other means to the extent required by applicable law or otherwise deemed advisable. The Trust may withdraw consent to electronic delivery at any time by giving the Portfolio Manager notice pursuant this Section 11.

 

-9-


12. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and shall be governed by the law of the State of Delaware provided that nothing herein shall be construed as inconsistent with the Investment Company Act or the Investment Advisers Act.

The Trust acknowledges receipt of Part 2 of each of the Portfolio Manager and Parametric Associates’ Form ADV, copies of which have been provided to the Trust’s Board of Trustees.

Portfolio Manager is hereby expressly put on notice of the limitations of shareholder and Trustee liability set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Portfolio. Portfolio Manager further agrees that it will not seek satisfaction of any such obligations from the shareholders or any individual shareholder of the Trust, or from the Trustees of the Trust or any individual Trustee of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the day and year first written above.

 

ATTEST:

   

Pacific Investment Management Company LLC

   

By:

 

/s/ Robert O. Young

     

Robert O. Young, Managing Director

 

PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.

 

ATTEST:

   

The HC Capital Trust

(on behalf of The Institutional Growth Equity Portfolio)

   

By:

 

/s/ Mark Hausmann

     

Mark Hausmann, Assistant Treasurer

 

-10-


SCHEDULE A

FEE SCHEDULE

HC CAPITAL TRUST

The Institutional Growth Equity Portfolio (Account #15649)

December 20, 2018

Following is the schedule of annual fees for advice and counseling services performed by the Portfolio Manager with respect to the PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy investment portfolio of the Institutional Growth Equity Portfolio (herein, “Account #15649”).

For the first year following the funding of Account #15648 (as defined below), the following fee schedule shall apply:

0.175% on first $600 million

0.15% on next $700 million

0.125% thereafter

As of the expiry of the first year following the funding of Account #15648:

Should the market value of the Combined Assets (as defined below) not reach $600 million or more, the following fee schedule shall apply on a go forward basis:

0.20% on all assets

Should the market value of the Combined Assets reach and maintain $600 million or more, the following fee schedule shall apply:

0.175% on first $600 million

0.15% on next $700 million

0.125% thereafter

Should the market value of the Combined Assets subsequently fall below $600 million, the following fee schedule shall apply:

0.20% on all assets

For purposes of this Schedule A, the term “Combined Assets” shall mean the sum of: (a) the net assets in Account #15649; and (b) the net assets of The Institutional Value Equity Portfolio of the Trust managed by Portfolio Manager using its PIMCO RAFI Dynamic Multi-Factor U.S. Equity Strategy (“Account #15648”).

Fees are payable monthly in arrears and are computed based on the combined market value of the Combined Assets as reported on the custodian’s statement at the end of the billing period prorated for contributions or withdrawals in accordance with Portfolio Manager’s standard policy, which currently provides for adjustments of daily net flows in excess of 1% of the account market value when calculating fees under this Agreement. Portfolio Manager may periodically re-evaluate its standard policy and reduce or increase the percentage threshold for cash flow proration. For billing calculation, the Portfolio Manager will aggregate assets to derive an average basis point, which shall be applied to the Account.

Fees shall be prorated on a daily basis when the Account is under the supervision of the Portfolio Manager for a portion of any quarter.

The Account is comprised of all funds and assets, including cash, cash accruals, additions, substitutions and alterations which are subject to advice by the Portfolio Manager.

 

Schedule A – 1


The Trust shall be responsible for the payment of any value-added, withholding or other applicable tax, if any, that may be assessed, due or owed in connection with payment of the management fee hereunder. To the extent applicable, if any such taxes are assessed, due or owed by the Trust in connection with the Trust’s payment of the Portfolio Manager’s fee, the Trust will pay such amounts as required and will otherwise hold the Portfolio Manager harmless for the payment of such taxes.

 

Schedule A – 2


SCHEDULE B

DESIGNATED REPRESENTATIVES

OF THE

HC CAPITAL TRUST

The Institutional Growth Equity Portfolio (Account #15649)

 

LOGO

I, Curtis Barnes, hereby certify that I am the duly elected and acting Secretary of HC Capital Trust and do certify as follows:

 

  1.

That the persons named below are officers of HC Capital Trust, holding the office set forth opposite his/her name and, as such, are authorized to act on behalf of HC Capital Trust and each series thereunder.

 

   

Name

  

Title

    

 

Jonathan J. Hirtle

  

President

 

Colette Bergman

  

Vice President and Treasurer

 

Mark Hausmann

  

Assistant Treasurer

 

Christopher Sabato

  

Assistant Treasurer

IN WITNESS WHEREOF, the undersigned has executed this certificate on the 13th day of September, 2018.

 

/s/ Curtis Barnes

SECRETARY – Curtis Barnes

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF SUFFOLK

On this 13th day of September, 2018, before me personally came Curtis Barnes and to me known and known to me to be the person described herein and who executed the annexed instrument, and thereupon acknowledged to me that he executed the same.

 

/s/ Margaret M. Alvarado

Notary Public – Margaret M. Alvarado

My Commission Expires: 7/20/2023

 

Schedule B – 1

HC Capital Trust Growth Equity Portfolio

Amendment No. 1 to the Portfolio Management Agreement

Amendment, made as of December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 (the “Agreement”) between the HC Capital Trust, an investment company registered under the Investment Company Act of 1940 as an open-end, series, management investment company, and BNY Mellon Asset Management North America Corporation (“Portfolio Manager”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust Growth Equity Portfolio (“Portfolio”), a separate series of the Trust, pursuant to the Agreement; and

WHEREAS, the Trust and the Portfolio Manager have agreed to amend the Agreement in a manner that will modify the fees payable to the Portfolio Manager, as more fully set forth herein, and the Trust has determined that such amendment is in the interests of the shareholders of the Portfolio;

NOW, THEREFORE, the parties hereby agree to the following;

(i) Section 4 of the Agreement will be replaced in its entirety by the following:

4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee, which fee shall be payable monthly in arrears within 30 days after each month end.

For assets allocated to an Index Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.04% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.065%.

For assets allocated to a Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.065% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.075%.

For assets allocated to a U.S. Multi-Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.08% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.10%.


For purposes of this Section 4, the following definitions shall apply:

“Index Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to approximate, over the long term, the performance of a specific market index.

“Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a strategy developed by Hirtle Callaghan & Co. or an affiliate with the objective of obtaining exposure to one or more factors such as value or quality within the U.S. equity markets.

“U.S. Multi-Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a proprietary strategy developed by the Portfolio Manager that seeks to obtain a targeted exposure to multi-factor equity model factors such as value, momentum, and low volatility within the U.S. equity markets.

“Combined Assets” shall mean the sum of: (a) the net assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Portfolio Manager; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Portfolio Manager provides portfolio management services using the strategies employed in the Trust Portfolios.

(ii) Name Change. As of January 2, 2019 (the “Renaming Date”), BNY Mellon Asset Management North America Corporation will be renamed Mellon Investments Corporation. The parties acknowledge and agree that as of the Renaming Date, all references to Portfolio Manager in this Agreement shall be references to Mellon Investments Corporation.

This Amendment may be executed in any number of counterparts by the parties hereto (including facsimile transmission), each of which counterparts when so executed shall constitute an original, but the counterparts when together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized representatives as of the date first above written.

 

HC CAPITAL TRUST

/s/ Mark Hausmann

By: Mark Hausmann

Title: Assistant Treasurer

BNY MELLON ASSET MANAGEMENT NORTH AMERICA CORPORAT

/s/ Rose Huening-Clark

By: Rose Huening-Clark

Title: Managing Director

HC Capital Trust Institutional Growth Equity Portfolio

Amendment No. 1 to the Portfolio Management Agreement

Amendment, made as of December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 (the “Agreement”) between the HC Capital Trust, an investment company registered under the Investment Company Act of 1940 as an open-end, series, management investment company, and BNY Mellon Asset Management North America Corporation (“Portfolio Manager”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust Institutional Growth Equity Portfolio (“Portfolio”), a separate series of the Trust, pursuant to the Agreement; and

WHEREAS, the Trust and the Portfolio Manager have agreed to amend the Agreement in a manner that will modify the fees payable to the Portfolio Manager, as more fully set forth herein, and the Trust has determined that such amendment is in the interests of the shareholders of the Portfolio;

NOW, THEREFORE, the parties hereby agree to the following;

(i) Section 4 of the Agreement will be replaced in its entirety by the following:

4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee, which fee shall be payable monthly in arrears within 30 days after each month end.

For assets allocated to an Index Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.04% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.065%.

For assets allocated to a Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.065% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.075%.

For assets allocated to a U.S. Multi-Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.08% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.10%.

For purposes of this Section 4, the following definitions shall apply:

 

-1-


“Index Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to approximate, over the long term, the performance of a specific market index.

“Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a strategy developed by Hirtle Callaghan & Co. or an affiliate with the objective of obtaining exposure to one or more factors such as value or quality within the U.S. equity markets.

“U.S. Multi-Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a proprietary strategy developed by the Portfolio Manager that seeks to obtain a targeted exposure to multi-factor equity model factors such as value, momentum, and low volatility within the U.S. equity markets.

“Combined Assets” shall mean the sum of: (a) the net assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Portfolio Manager; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Portfolio Manager provides portfolio management services using the strategies employed in the Trust Portfolios.

(ii) Name Change. As of January 2, 2019 (the “Renaming Date”), BNY Mellon Asset Management North America Corporation will be renamed Mellon Investments Corporation. The parties acknowledge and agree that as of the Renaming Date, all references to Portfolio Manager in this Agreement shall be references to Mellon Investments Corporation.

This Amendment may be executed in any number of counterparts by the parties hereto (including facsimile transmission), each of which counterparts when so executed shall constitute an original, but the counterparts when together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized representatives as of the date first above written.

 

HC CAPITAL TRUST

/s/ Mark Hausmann

By: Mark Hausmann

Title: Assistant Treasurer

BNY MELLON ASSET MANAGEMENT NORTH AMERICA CORPORATION

/s/ Rose Huening-Clark

By: Rose Huening-Clark

Title: Managing Director

 

-2-

HC Capital Trust Small Capitalization-Mid Capitalization Equity Portfolio

Amendment No. 1 to the Portfolio Management Agreement

Amendment, made as of December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 (the “Agreement”) between the HC Capital Trust, an investment company registered under the Investment Company Act of 1940 as an open-end, series, management investment company, and BNY Mellon Asset Management North America Corporation (“Portfolio Manager”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust Small Capitalization-Mid Capitalization Portfolio (“Portfolio”), a separate series of the Trust, pursuant to the Agreement; and

WHEREAS, the Trust and the Portfolio Manager have agreed to amend the Agreement in a manner that will modify the fees payable to the Portfolio Manager, as more fully set forth herein, and the Trust has determined that such amendment is in the interests of the shareholders of the Portfolio;

NOW, THEREFORE, the parties hereby agree to the following;

(i) Section 4 of the Agreement will be replaced in its entirety by the following:

4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee, which fee shall be payable monthly in arrears within 30 days after each month end.

For assets allocated to an Index Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.04% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.065%.

For assets allocated to a Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.065% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.075%.

For purposes of this Section 4, the following definitions shall apply:

“Index Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to approximate, over the long term, the performance of a specific market index.

 

-1-


“Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a strategy developed by Hirtle Callaghan & Co. or an affiliate with the objective of obtaining exposure to one or more factors such as value or quality within the U.S. equity markets.

“Combined Assets” shall mean the sum of: (a) the net assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Portfolio Manager; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Portfolio Manager provides portfolio management services using the strategies employed in the Trust Portfolios.

(ii) Name Change. As of January 2, 2019 (the “Renaming Date”), BNY Mellon Asset Management North America Corporation will be renamed Mellon Investments Corporation. The parties acknowledge and agree that as of the Renaming Date, all references to Portfolio Manager in this Agreement shall be references to Mellon Investments Corporation.

This Amendment may be executed in any number of counterparts by the parties hereto (including facsimile transmission), each of which counterparts when so executed shall constitute an original, but the counterparts when together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized representatives as of the date first above written.

 

HC CAPITAL TRUST

/s/ Mark Hausmann

By: Mark Hausmann

Title: Assistant Treasurer

BNY MELLON ASSET MANAGEMENT NORTH AMERICA CORPORATION

/s/ Rose Huening-Clark

By: Rose Huening-Clark

Title: Managing Director

 

-2-

HC Capital Trust Institutional Small Capitalization-Mid Capitalization Equity Portfolio

Amendment No. 1 to the Portfolio Management Agreement

Amendment, made as of December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 (the “Agreement”) between the HC Capital Trust, an investment company registered under the Investment Company Act of 1940 as an open-end, series, management investment company, and BNY Mellon Asset Management North America Corporation (“Portfolio Manager”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust Institutional Small Capitalization-Mid Capitalization Portfolio (“Portfolio”), a separate series of the Trust, pursuant to the Agreement; and

WHEREAS, the Trust and the Portfolio Manager have agreed to amend the Agreement in a manner that will modify the fees payable to the Portfolio Manager, as more fully set forth herein, and the Trust has determined that such amendment is in the interests of the shareholders of the Portfolio;

NOW, THEREFORE, the parties hereby agree to the following;

(i) Section 4 of the Agreement will be replaced in its entirety by the following:

4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee, which fee shall be payable monthly in arrears within 30 days after each month end.

For assets allocated to an Index Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.04% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.065%.

For assets allocated to a Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.065% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.075%.

For purposes of this Section 4, the following definitions shall apply:

“Index Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to approximate, over the long term, the performance of a specific market index.

“Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a strategy developed by Hirtle Callaghan & Co. or an affiliate with the objective of obtaining exposure to one or more factors such as value or quality within the U.S. equity markets.

 

-1-


“Combined Assets” shall mean the sum of: (a) the net assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Portfolio Manager; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Portfolio Manager provides portfolio management services using the strategies employed in the Trust Portfolios.

(ii) Name Change. As of January 2, 2019 (the “Renaming Date”), BNY Mellon Asset Management North America Corporation will be renamed Mellon Investments Corporation. The parties acknowledge and agree that as of the Renaming Date, all references to Portfolio Manager in this Agreement shall be references to Mellon Investments Corporation.

This Amendment may be executed in any number of counterparts by the parties hereto (including facsimile transmission), each of which counterparts when so executed shall constitute an original, but the counterparts when together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized representatives as of the date first above written.

 

HC CAPITAL TRUST

/s/ Mark Hausmann

By: Mark Hausmann

Title: Assistant Treasurer

BNY MELLON ASSET MANAGEMENT NORTH AMERICA CORPORATION

/s/ Rose Huening-Clark

By: Rose Huening-Clark

Title: Managing Director

 

-2-

HC Capital Trust Value Equity Portfolio

Amendment No. 1 to the Portfolio Management Agreement

Amendment, made as of December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 (the “Agreement”) between the HC Capital Trust, an investment company registered under the Investment Company Act of 1940 as an open-end, series, management investment company, and BNY Mellon Asset Management North America Corporation (“Portfolio Manager”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust Value Equity Portfolio (“Portfolio”), a separate series of the Trust, pursuant to the Agreement; and

WHEREAS, the Trust and the Portfolio Manager have agreed to amend the Agreement in a manner that will modify the fees payable to the Portfolio Manager, as more fully set forth herein, and the Trust has determined that such amendment is in the interests of the shareholders of the Portfolio;

NOW, THEREFORE, the parties hereby agree to the following;

(i) Section 4 of the Agreement will be replaced in its entirety by the following:

4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee, which fee shall be payable monthly in arrears within 30 days after each month end.

For assets allocated to an Index Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.04% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.065%.

For assets allocated to a Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.065% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.075%.

For assets allocated to a U.S. Multi-Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.08% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.10%.

 

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For purposes of this Section 4, the following definitions shall apply:

“Index Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to approximate, over the long term, the performance of a specific market index.

“Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a strategy developed by Hirtle Callaghan & Co. or an affiliate with the objective of obtaining exposure to one or more factors such as value or quality within the U.S. equity markets.

“U.S. Multi-Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a proprietary strategy developed by the Portfolio Manager that seeks to obtain a targeted exposure to multi-factor equity model factors such as value, momentum, and low volatility within the U.S. equity markets.

“Combined Assets” shall mean the sum of: (a) the net assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Portfolio Manager; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Portfolio Manager provides portfolio management services using the strategies employed in the Trust Portfolios.

(ii) Name Change. As of January 2, 2019 (the “Renaming Date”), BNY Mellon Asset Management North America Corporation will be renamed Mellon Investments Corporation. The parties acknowledge and agree that as of the Renaming Date, all references to Portfolio Manager in this Agreement shall be references to Mellon Investments Corporation.

This Amendment may be executed in any number of counterparts by the parties hereto (including facsimile transmission), each of which counterparts when so executed shall constitute an original, but the counterparts when together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized representatives as of the date first above written.

 

HC CAPITAL TRUST

/s/ Mark Hausmann

By: Mark Hausmann

Title: Assistant Treasurer

BNY MELLON ASSET MANAGEMENT NORTH AMERICA CORPORATION

/s/ Rose Huening-Clark

By: Rose Huening-Clark

Title: Managing Director

 

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HC Capital Trust Institutional Value Equity Portfolio

Amendment No. 1 to the Portfolio Management Agreement

Amendment, made as of December 12, 2018, to the Portfolio Management Agreement dated August 2, 2013 (the “Agreement”) between the HC Capital Trust, an investment company registered under the Investment Company Act of 1940 as an open-end, series, management investment company, and BNY Mellon Asset Management North America Corporation (“Portfolio Manager”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust Institutional Value Equity Portfolio (“Portfolio”), a separate series of the Trust, pursuant to the Agreement; and

WHEREAS, the Trust and the Portfolio Manager have agreed to amend the Agreement in a manner that will modify the fees payable to the Portfolio Manager, as more fully set forth herein, and the Trust has determined that such amendment is in the interests of the shareholders of the Portfolio;

NOW, THEREFORE, the parties hereby agree to the following;

 

(i)

Section 4 of the Agreement will be replaced in its entirety by the following:

4. Expenses and Compensation. Except for expenses specifically assumed or agreed to be paid by the Portfolio Manager under this Agreement, the Portfolio Manager shall not be liable for any expenses of the Portfolio or the Trust, including, without limitation: (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase and sale of securities or other investment instruments with respect to the Portfolio; and (iii) custodian fees and expenses. For its services under this Agreement, Portfolio Manager shall be entitled to receive a fee, which fee shall be payable monthly in arrears within 30 days after each month end.

For assets allocated to an Index Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.04% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.065%.

For assets allocated to a Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.065% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.075%.

For assets allocated to a U.S. Multi-Factor Strategy (as defined below), for so long as the Combined Assets (as defined below) are greater than $2 billion, the fee shall be at the annual rate of 0.08% of the average daily net assets of the Account. If the Combined Assets are reduced to $2 billion or less due to withdrawals or redemptions, beginning with the start of the first calendar year following the date on which such withdrawal or redemption reduced such Combined Assets to $2 billion or less, the fee shall be calculated based on average daily net assets of the Account at annual rate of 0.10%.

For purposes of this Section 4, the following definitions shall apply:

 

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“Index Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to approximate, over the long term, the performance of a specific market index.

“Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a strategy developed by Hirtle Callaghan & Co. or an affiliate with the objective of obtaining exposure to one or more factors such as value or quality within the U.S. equity markets.

“U.S. Multi-Factor Strategy” shall mean a portfolio wherein the Portfolio Manager seeks to implement a proprietary strategy developed by the Portfolio Manager that seeks to obtain a targeted exposure to multi-factor equity model factors such as value, momentum, and low volatility within the U.S. equity markets.

“Combined Assets” shall mean the sum of: (a) the net assets of The Value Equity Portfolio, The Institutional Value Equity Portfolio, The Growth Equity Portfolio, The Institutional Growth Equity Portfolio, The Small Capitalization-Mid Capitalization Equity Portfolio, The Institutional Small Capitalization-Mid Capitalization Equity Portfolio, The Real Estate Securities Portfolio, The Commodity Returns Strategy Portfolio, The International Equity Portfolio, The Institutional International Equity Portfolio and The Emerging Markets Portfolio of the Trust (collectively, the “Trust Portfolios”) managed by Portfolio Manager; and (b) the net assets of each other investment advisory account for which HC Capital Solutions or one of its affiliates serves as investment adviser and for which Portfolio Manager provides portfolio management services using the strategies employed in the Trust Portfolios.

(ii) Name Change. As of January 2, 2019 (the “Renaming Date”), BNY Mellon Asset Management North America Corporation will be renamed Mellon Investments Corporation. The parties acknowledge and agree that as of the Renaming Date, all references to Portfolio Manager in this Agreement shall be references to Mellon Investments Corporation.

This Amendment may be executed in any number of counterparts by the parties hereto (including facsimile transmission), each of which counterparts when so executed shall constitute an original, but the counterparts when together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized representatives as of the date first above written.

 

HC CAPITAL TRUST

/s/ Mark Hausmann

By: Mark Hausmann

Title: Assistant Treasurer

BNY MELLON ASSET MANAGEMENT NORTH AMERICA CORPORATION

/s/ Rose Huening-Clark

By: Rose Huening-Clark

Title: Managing Director

 

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FOURTH AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT

For The ESG Growth Portfolio

AMENDMENT made this 26th day of March, 2019, to the Portfolio Management Agreement (“Agreement”) made the 23rd day of June, 2015, (“Effective Date”) between Mellon Investments Corporation (f/k/a BNY Mellon Asset Management North America Corporation), a corporation organized under the laws of Delaware (“Portfolio Manager”), and The HC Capital Trust, a Delaware statutory trust (“Trust”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust—The ESG Growth Portfolio (“Account”), a separate series of the Trust, pursuant to the Agreement;

WHEREAS, as of January 31, 2018, Mellon Capital Management Corporation changed its corporate name to BNY Mellon Asset Management North America Corporation and on January 2, 2019, BNY Mellon Asset Management North America Corporation changed its corporate name to Mellon Investments Corporation; and

NOW, THEREFORE, it is hereby agreed that Section 2(b)(v) of the Agreement will be replaced in its entirety by the following:

“(v) vote proxies relating to investments held in the Account in accordance with the ISS Sustainability Proxy Voting Guidelines.”

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the day and year first written above.

 

ATTEST:

   

Mellon Investments Corporation

   

By:

 

/s/ Rose Huening-Clark

Rose Huening Clark, Managing Director

ATTEST:

   

The HC Capital Trust

(on behalf of The ESG Growth Portfolio)

   

By:

 

/s/ Colette Bergman

     

Colette Bergman, VP & Treasurer

FOURTH AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT

For The Catholic SRI Growth Portfolio

AMENDMENT made this 26th day of March, 2019, to the Portfolio Management Agreement (“Agreement”) made the 15th day of December, 2015, (“Effective Date”) between Mellon Investments Corporation (f/k/a BNY Mellon Asset Management North America Corporation), a corporation organized under the laws of Delaware (“Portfolio Manager”), and The HC Capital Trust, a Delaware statutory trust (“Trust”). All capitalized terms used in this Amendment and not defined herein shall have the same meaning ascribed to them in the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect.

WHEREAS, Portfolio Manager provides day-to-day portfolio management services to a portion of the HC Capital Trust – The Catholic SRI Growth Portfolio (“Account”), a separate series of the Trust, pursuant to the Agreement;

WHEREAS, as of January 31, 2018, Mellon Capital Management Corporation changed its corporate name to BNY Mellon Asset Management North America Corporation and on January 2, 2019, BNY Mellon Asset Management North America Corporation changed its corporate name to Mellon Investments Corporation; and

NOW, THEREFORE, it is hereby agreed that Section 2(b)(v) of the Agreement will be replaced in its entirety by the following:

“(v) vote proxies relating to investments held in the Account in accordance with the ISS Sustainability Proxy Voting Guidelines.”

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the day and year first written above.

 

ATTEST:

   

Mellon Investments Corporation

   

By:

 

/s/ Rose Huening-Clark

     

Rose Huening Clark, Managing Director

ATTEST:

   

The HC Capital Trust

(on behalf of The Catholic SRI Growth Portfolio)

   

By:

 

/s/ Colette Bergman

     

Colette Bergman, VP & Treasurer

DISTRIBUTION AGREEMENT

AGREEMENT made as of February 1, 2019 between HC Capital Trust (the “Trust”), a Delaware business trust, and Unified Financial Securities, LLC (“Distributor”), a Delaware limited liability company.

WHEREAS, the Trust is an open-end management investment company, organized as a Delaware business trust and registered with the Securities and Exchange Commission (the “Commission”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, it is intended that Distributor act as the principal underwriter of the units of beneficial interest (“Shares”) of each of the investment portfolios of the Trust (such portfolios being referred to individually as a “Fund” and collectively as the “Funds”); and

WHEREAS, as of the date of this Agreement, the Shares are available exclusively to investors who are clients of Hirtle Callaghan & Co., LLC (the “Adviser”), which acts as investment adviser to the Trust, or clients of financial intermediaries, such as other investment advisers, acting in a fiduciary capacity with investment discretion, that have established relationships with the Adviser.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1. SERVICES AS DISTRIBUTOR.

1.1 (a) Distributor will act as principal underwriter of the Shares covered by the registration statement and prospectus of the Trust then in effect under the Securities Act of 1933, as amended (the “Securities Act”), and in such capacity will perform the following services: (i) obtain and maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV; and (ii) enable expedited registration of the Funds with state securities commissions as performed by the Trust’s administrator. Distributor will be responsible for maintaining appropriate personnel and infrastructure to perform the services set forth in this Section 1.1(a). However, Distributor (i) is not responsible for any operational matters associated with FundSERV or Networking transactions and (ii) is not responsible for the filing of blue sky registration or qualification in the various states or jurisdictions in which Shares of the Trust may be sold.

(b) It is agreed by the parties that the Distributor’s services under this Agreement are administrative in nature, none of the Distributor’s activities under this Agreement are primarily intended to result in the sale of the Shares, and the Distributor will not engage in any activities primarily intended to result in the sale of the Shares, including without limitation: advertising, compensation of underwriters, dealers and sales personnel, printing and mailing of prospectuses to other than current Shareholders, and printing and mailing of sales literature. Distributor is, however, authorized, at the direction of the Trust, to offer and redeem shares on behalf of the Trust, and the Trust acknowledges that it will honor any instruction that Distributor enters into Fund/SERV on its behalf. The Trust represents and warrants as of the date of this Agreement and as of the date of each renewal of this Agreement that: (a) the Trust has adopted a plan of distribution under Rule 12b-1 under the 1940 Act (a “Distribution Plan”), but the Distribution Plan is not operational; (b) no Shares of any Fund are subject to a sales load or subject to the imposition of a distribution fee; and (c) the Trust will not enter into or renew this Agreement unless the Board of Trustees of the Trust has determined that none of the services the Distributor is expected to provide under this Agreement are services that the Trust is prohibited from financing other than pursuant to a Distribution Plan.

 

1


(c) As used in this Agreement, the term “registration statement” shall mean Parts A (the prospectus), B (the Statement of Additional Information) and C of each registration statement that is filed on Form N-1A, or any successor thereto, with the Commission, together with any amendments thereto. The term “prospectus” shall mean each form of prospectus and Statement of Additional Information used by the Funds for delivery to shareholders and prospective shareholders after the effective dates of the above-referenced registration statements, together with any amendments and supplements thereto.

1.2 The Trust understands that Distributor is now and may in the future be the distributor and/or underwriter of the shares of several investment companies or series (together, “Investment Companies”) including Investment Companies having investment objectives similar to those of the Trust. The Trust further understands that investors and potential investors in the Trust may invest in shares of such other Investment Companies. The Trust agrees that Distributor’s duties to such Investment Companies shall not be deemed in conflict with its duties to the Trust under this Agreement.

1.3 All activities of Distributor and its partners, agents, and employees under this Agreement shall comply with all applicable laws, rules and regulations, including, without limitation, the 1940 Act, all rules and regulations promulgated by the Commission thereunder ad all rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934.

1.4 Distributor shall cause the transmission of any orders received by it for purchase or redemption of the Shares to the transfer agent and custodian for the Funds.

1.5 The Trust shall furnish from time to time such information with respect to the Funds and the Shares as Distributor may reasonably request; and the Trust warrants that the statements contained in any such information shall fairly show or represent what they purport to show or represent. The Trust shall also furnish Distributor upon request with: (a) unaudited semi-annual statements of the Funds’ books and accounts prepared by the Trust, (b) a monthly itemized list of the securities in the Funds, (c) monthly balance sheets as soon as practicable after the end of each month, and (d) from time to time such additional information regarding the financial condition of the Funds as Distributor may reasonably request.

1.6 The Trust represents to Distributor that, with respect to the Shares, all registration statements and prospectuses filed by the Trust with the Commission under the Securities Act have been carefully prepared in conformity with requirements of said Act and rules and regulations of the Commission thereunder. The Registration statement and prospectus contain all statements required to be stated therein in conformity with said Act and the rules and regulations of said Commission and all statements of fact contained in any such registration statement and prospectus are true and correct. Furthermore, neither any registration statement nor any prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of the Shares. The foregoing representations shall not be deemed to cover any statements or representations contained in registration statements or prospectuses made based upon reasonable reliance upon information provided to the Trust by Distributor or its affiliates. The Trust may, but shall not be obligated to, propose from time to time such amendment or amendments to any registration statement and such supplement or supplements to any prospectus as, in the light of future developments, may, in the opinion of the Trust’s counsel, be necessary or advisable. If the Trust shall not propose such amendment or amendments and/or supplement or supplements within fifteen days after receipt by the Trust of a written request from Distributor to do so, Distributor may, at is option, terminate this Agreement. The Trust shall not file any amendment to any registration statement or supplement to any prospectus without giving Distributor reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to any registration statement and/or supplements to any prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

 

 

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1.7 The Trust authorizes Distributor to use any prospectus in the form furnished from time to time for such purposes as may be appropriate given its role as principal underwriter. The Trust agrees to indemnify, defend and hold Distributor, its partners and officers, managers, employees and agents and any person who controls Distributor within the meaning of Section 15 of the Securities Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which Distributor, its partners and officers, managers, employees and agents or any such controlling person, may incur under the Securities Act or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or any prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any registration statement or any prospectus or necessary to make the statements in either thereof not misleading; provided, however, that the Trust’s agreement to indemnify Distributor, its partners or officers, managers, employees and agents and any such controlling person shall not be deemed to cover any claims, demands, liabilities or expenses arising out of any statements or representations as are contained in any prospectus and in such financial and other statements as are furnished in writing to the Trust by Distributor and used in the answers to the registration statement or in the corresponding statements made in the prospectus, or arising out of or based upon any omission or alleged omission to state a material fact in connection with the giving of such information required to be stated in such answers or necessary to make the answers not misleading; and further provided that the Trust’s agreement to indemnify Distributor and the Trust’s representations and warranties hereinbefore set forth in Section 1.6 shall not be deemed to cover any liability to the Trust or its Shareholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of Distributor’s reckless disregard of its obligations and duties under, or breach of, this Agreement. Except for actions, suits or claims brought or threatened against Distributor by (i) the Trust, or (ii) one or more Shareholders of the Trust, the rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold Distributor harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that Distributor will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probabilities of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder.

The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to Distributor, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, Distributor shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse Distributor for the reasonable fees and expenses of any counsel retained by Distributor.

Distributor may apply to the Trust at any time for instructions and may, at Distributor’s expense, consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with Distributor’s duties, and Distributor shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts.

 

3


Also, Distributor shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Distributor will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

1.8 Distributor agrees to indemnify, defend and hold the Trust, its officers and Trustees and any person who controls the Trust within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigating or defending such claims, demands, or liabilities and any reasonable counsel fees incurred in connection therewith) which the Trust, its officers or Trustees or any such controlling person, may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers or Trustees or such controlling person resulting from such claims or demands, shall arise out of or be based upon any untrue, or alleged untrue, statement of a material fact contained in information furnished in writing by Distributor to the Trust and used in the answers to any of the items of the registration statement or in the corresponding statements made in the prospectus, or shall arise out of or be based upon any omission, or alleged omission, to state a material fact in connection with such information furnished in writing by Distributor to the Trust required to be stated in such answers or necessary to make such information not misleading. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case Distributor may be asked to indemnify or hold the Trust harmless, Distributor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Trust will use all reasonable care to identify and notify Distributor promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against Distributor, but failure to do so in good faith shall not affect the rights hereunder.

Distributor shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Distributor elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Distributor and satisfactory to the Trust, whose approval shall not be unreasonably withheld. In the event that Distributor elects to assume the defense of any suit and retain counsel, the Trust shall bear the fees and expenses of any additional counsel retained by it. If Distributor does not elect to assume the defense of a suit, it will reimburse the Trust for the reasonable fees and expenses of any counsel retained by the Trust.

The Trust may apply to Distributor at any time for instructions and may, at the Trust’s expense, consult counsel for Distributor or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Trust’s duties, and the Trust shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instructions or with the opinion of such counsel, accountants or other experts.

Also, the Trust shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Trust will not be held to have notice of any change of authority of any officers, employees or agents of Distributor until receipt of written notice thereof from Distributor.

1.9 No Shares shall be offered by the Trust under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act or if and so long as a current prospectus as required by Section 10(b)(2) of said Act is not on file with the Commission; provided, however, that nothing contained in this Section 1.9 shall in any way restrict or have an application to or bearing upon the Trust’s obligation to repurchase Shares from any Shareholder in accordance with the provisions of the Trust’s prospectus, Agreement and Declaration of Trust, or Bylaws.

 

4


1.10 The Trust agrees to advise Distributor as soon as reasonably practical by a notice in writing delivered to Distributor or its counsel:

(a) of any request by the Commission for amendments to the registration statement or prospectus then in effect or for additional information;

(b) in the event of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or prospectus then in effect or the initiation by service of process on the Trust of any proceeding for that purpose;

(c) of the happening of any event that makes untrue any statement of a material fact made in the registration statement or prospectus then in effect or which requires the making of a change in such registration statement or prospectus in order to make the statements therein not misleading; and

(d) of all action of the Commission with respect to any amendment to any registration statement or prospectus which may from time to time be filed with the Commission;

For purposes of this section, informal requests by or acts of the Staff of the Commission during the course of routine reviews of filings made by the Trust shall not be deemed actions of or requests by the Commission.

1.11 Distributor agrees on behalf of itself and its partners and employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and its prior, present or potential Shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder. In case of any request or demand for the inspection of such records by another party, Distributor shall notify the Trust and follow the Trust’s instructions as to permitting or refusing such inspection; provided that, upon notice to the Trust, Distributor may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Trust has agreed to indemnify Distributor against such liability.

1.12 The Trust has adopted policies and procedures pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, the Trust (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Trust and its shareholders.

1.13 The Trust shall provide, and cause each other agent or service provider to the Trust to provide, to Distributor all such information (and in such reasonable medium) that Distributor may reasonably request that may be necessary for Distributor to perform its duties under this Agreement.

1.14 The Trust shall not file any amendment to the Registration Statement or Prospectuses that amends any provision therein which pertains to Distributor or the distribution of shares without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Trust’s right to file at any time such amendments to the Registration Statement or Prospectuses, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

 

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2. PUBLIC OFFERING PRICE.

The public offering price of the Fund’s Shares shall be the net asset value of such Shares. The net asset value of Shares shall be determined by the Trust in accordance with the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust and the then-current prospectus of the appropriate Fund. If such documents are in conflict, the then-current prospectus shall be the governing document.

3. TERM, DURATION AND TERMINATION.

The initial term of this Agreement (the “Initial Term”) shall be for a one year period commencing on the date of this Agreement. Thereafter, if not terminated, this Agreement shall continue with respect to a particular Fund automatically for successive one-year terms, provided that such continuance is specifically approved at least annually by the vote of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of such Fund. This Agreement is terminable without penalty, on not less than sixty days’ prior written notice, by the Trust’s Board of Trustees, by vote of a majority of the outstanding voting securities of the Trust or by the Distributor. This Agreement will also terminate automatically in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as ascribed to such terms in the 1940 Act.)

4. GOVERNING LAW AND MATTERS RELATING TO THE TRUST.

This Agreement shall be governed by, and its provisions shall be construed in accordance with, the laws of the State of Delaware. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the Trust property of the Trust. The execution and delivery of this Agreement has been authorized by the Trustees, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust as provided in the Trust’s Agreement and Declaration of Trust.

5. NOTICE.

Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by Federal Express or similar delivery service, by facsimile or by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the following address:

 

  If to the Trust:    HC Capital Trust
     Five Tower Bridge, 5th Floor
     300 Barr Harbor Drive
     West Conshohocken, PA 19428-2998
     Attn: Colette Bergman
  If to Distributor:    Unified Financial Securities, LLC.
     9465 Counselor’s Row, Suite 200
     Indianapolis, IN 46240
     Attn: President

 

6


6. FEES.

In consideration of its services provided pursuant to this Agreement, Distributor shall receive an annual fee of $50,000, billed monthly; provided, however, that such fee will be subject to a mutually-agreed upon increase in the event that any of the following ceases to be true; (a) the Shares are available exclusively to investors that have established a relationship with the Adviser, (b) none of the Funds has an operational Distribution Plan, (c) the Distributor is not required to enter into dealer agreements, selling group member agreements or similar agreements with respect to the Funds (excluding agreements with the National Securities Clearing Corporation with respect to its NSCC membership status and the hosting of the Trust’s participant number), (d) the Distributor is not required to review or approve marketing or advertising materials with respect to the Funds, (e) no Shares of any Fund are subject to a sales load or subject to the imposition of a distribution fee, and (f) the Distributor is not required to maintain licenses for any registered representatives with respect to the Funds.

The Trust represents and warrants to the Distributor that the Board of Trustees has determined, on the advice of counsel to the Trust and counsel to the Independent Trustees, that: (a) the services to be provided by the Distributor under this Agreement will not constitute distribution services that the Trust is prohibited from financing except pursuant to a 12b-1 distribution plan, and (b) accordingly, the Trust may pay to the Distributor the compensation set forth in this Section 6 from the assets of the Trust and not from a 12b-1 distribution plan.

7. ANTI-MONEY LAUNDERING COMPLIANCE.

Each of Distributor and the Trust acknowledges that it is a financial institution subject to the USA PATRIOT Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each represents and warrants to the other that it is in compliance with and will continue to comply with the AML Acts and applicable regulations in all relevant respects. Each of Distributor and the Trust agrees that it will take such further steps, and cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML Acts, including but not limited to the provision of copies of its written procedures, policies and controls related thereto (“AML Programs”).

Both parties undertake that they will grant to the other, their anti-money laundering compliance officer and regulatory agencies, reasonable access to copies of their AML Program, books and records pertaining to the Trust only. It is expressly understood and agreed that the Trust and the Trust’s compliance officer shall have no access to any of Distributor’s AML books or records pertaining to other clients of Distributor.

8. PRIOR AGREEMENTS.

This Agreement constitutes the complete agreement of the parties as to the subject matter covered by this Agreement, and supersedes all prior negotiations, understandings and agreements bearing upon the subject matter covered by this Agreement.

9. AMENDMENTS.

No amendment to this Agreement shall be valid unless made in writing and executed by both parties hereto.

 

7


10. COUNTERPARTS.

This Agreement may be executed by the Parties hereto in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.

11. SEVERABILITY.

If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and unaffected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first written above.

 

HC CAPITAL TRUST

By:

 

/s/ Colette Bergman

Name: Colette Bergman

Title: VP and Treasurer

UNIFIED FINANCIAL SECURITIES, LLC

By:

 

/s/ Kevin Guerette

Name: Kevin Guerette

Title: President

 

8

Exhibit A

to the Global Securities Lending Agency Agreement,

Between CITIBANK, N.A, As the Agent

and the Lender

LIST OF DESIGNATED HC CAPITAL TRUST ACCOUNTS*

 

  1.

No more than 5% of aggregate HCT fund assets should be lent at any time

 

  2.

No more than 10% of the assets of any one of the Designated Accounts should be lent at any time

 

  3.

Only securities with spread of 100 bps or more should be lent

 

*

See List of Designated Accounts below:

 

Portfolio Name/Specialist Manager

       

STT

Account

#

The Value Equity Portfolio      
  

AllianceBernstein L.P.

   12VE
  

Cadence Capital Management

   14VG
  

Parametric Portfolio Associates, LLC

   17V1
  

Parametric Portfolio Associates LLC

   19VG
The Institutional Value Equity Portfolio      
  

AllianceBernstein L.P.

   12VF
  

Cadence Capital Management

   14VI
  

Parametric Portfolio Associates, LLC

   17V2
  

Mellon Investment Corporation

   19VM
  

PIMCO RAFI US Multi-Factor

   19VP
The Growth Equity Portfolio      
  

Jennison Associates LLC

   11VA
  

Sustainable Growth Advisers

   11V5
  

Mellon Corporation

   12VS
  

Parametric Portfolio Associates, LLC

   17V3
  

Parametric Portfolio Associates LLC

   19VD
The Institutional Growth Equity Portfolio      
  

Jennison Associates LLC

   12V1
  

Sustainable Growth Advisers

   12V3
  

Mellon Corporation

   12VU
  

Parametric Portfolio Associates, LLC

   17V4
  

Mellon Corporation

   19VN
  

Mellon-RAFI Low Vol Factor Index

   12XB
  

Mellon Four Corner Factor Strategy

   12XA


The Small Capitalization - Mid Capitalization Equity Portfolio      
  

Frontier Capital Management Company, LLC

   11VG
  

Mellon Corporation

   11VE
  

IronBridge Capital Management LP

   11V2
  

Pzena Investment Management, LLC

   14V1
  

Cupps Investment Management

   14VL
  

Mellon Corporation

   14VU
  

Ariel Investments

   15VN
  

Parametric Portfolio Associates, LLC

   17V5
  

Parametric Portfolio Associates LLC

   19VF
The Institutional Small Capitalization Mid Capitalization Equity Portfolio      
  

Frontier Capital Management Company, LLC

   12V6
  

IronBridge Capital Management LP

   12V8
  

Pzena Investment Management, LLC

   14V3
  

Cupps Investment Management

   14VM
  

Mellon Corporation

   14VW
  

Parametric Portfolio Associates, LLC

   17V6
The Real Estate Securities Portfolio      
  

Wellington Management Company, LLP

   12V0
  

Parametric Portfolio Associates, LLC

   17V7
The Commodity Returns Strategy Portfolio      
  

Wellington Management Company, LLP

   12VJ
  

Wellington Management Company, LLP (Cash)

   14VE
  

PIMCO

   12VL
  

Mellon Corporation

   14VQ
  

Wellington Management Company, LLP (CFC)

   12VQ
  

PIMCO (CFC)

   12VR
  

Parametric Portfolio Associates, LLC

   17V8
  

Parametric Portfolio Associates LLC

   19VA
The International Equity Portfolio      
  

Causeway Capital Management LLC

   11V6
  

Artisan Partners Limited Partnership

   11VL
  

Capital Guardian Trust Company

   11VM
  

Cadence Capital Management

  

14V6

  

Mellon Corporation

  

15VI

  

Parametric Portfolio Associates, LLC

  

17V9

  

Parametric Portfolio Associates LLC

  

19VE


The Institutional International Equity Portfolio

     
  

Causeway Capital Management LLC

   12VD
  

Artisan Partners Limited Partnership

   12VA
  

Capital Guardian Trust Company

   12VB
  

Cadence Capital Management

   14V7
  

Lazard

   14VS
  

Mellon Corporation

   15VJ
  

Parametric Portfolio Associates, LLC

   17WA

The Emerging Markets Portfolio

     
  

Boston Company Asset Management, LLC

   14V4
  

Mellon Corporation

   14V5
  

Parametric Portfolio Associates, LLC

   17WB
  

RBC Global Asset Management (UK) Limited

   17WJ
  

Parametric Portfolio Associates LLC

   19VB

The Core Fixed Income Portfolio

     
  

Agincourt Capital Management LLC

   14VB
  

Mellon Corporation

   14VD
  

Mellon Corporation

   14VA

The Fixed Income Opportunity Portfolio

     
  

BNY Mellon Asset Management North America Corporation (formerly Mellon Capital Management Corporation)

   11VJ
  

Fort Washington Investment Advisors, Inc.

   15VB
  

Parametric Portfolio Associates, LLC

   17WD

The US Corporate Fixed Income Portfolio

     
  

Agincourt Capital Management LLC

   12VX

The ESG Growth Portfolio

     
  

Cadence Capital Management

   17VI
  

Mellon Corporation

   17VJ
  

Parametric Portfolio Associates, LLC

   17WE

The Catholic SRI Growth Portfolio

     
  

Cadence Capital Management

   17VW
  

Mellon Corporation

   17VU
  

Parametric Portfolio Associates, LLC

   17WF


To the extent the custodian listed above is not Citibank, N.A., the Lender agrees to give irrevocable instructions to the applicable custodian substantially in the form of those set out in Annex 1 to this Exhibit A.

 

CITIBANK, N.A., as Agent

     

HC Capital Trust, as Lender

By: /s/ Richard Kissinger                    

     

By: /s/ Mark Hausmann                    

Name: Richard Kissinger

     

Name: Mark Hausmann

Title: Director

     

Title: Assistant Treasurer

Dated as of: 2/12/2019

AMENDMENT TO

SERVICES AGREEMENT

AMENDMENT (“Amendment”) made as of March 26, 2019, between HC Capital Trust (“Client”), and Citi Fund Services Ohio, Inc. (“Service Provider”, and with the Client, the “Parties”), to that certain Services Agreement, dated June 11, 2014, between the Client and Service Provider, as amended, (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

WHEREAS, pursuant to the Agreement, the Service Provider performs certain fund accounting and fund administration services for the Funds;

WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to account for providing services related to the implementation of the Securities and Exchange Commission’s (“SEC”) rule regarding liquidity risk management; and

WHEREAS, the Parties also wish to amend the Agreement pursuant to this Amendment in order to update certain security pricing fees among others.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Client and Service Provider hereby agree as follows:

 

1.

Amendment to Schedule 2.

Schedule 2 to the Agreement is hereby deleted in its entirety and replaced with the Schedule 2 attached to the end of this Amendment.

 

2.

Amendment to Schedule 4.

Schedule 4 to the Agreement is hereby deleted in its entirety and replaced with the Schedule 4 attached to the end of this Amendment.

 

3.

Representations and Warranties.

(a) Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

(b) The Client represents that it has full power and authority to enter into and perform this Amendment and that it has provided this Amendment to the Board.

 

1


4.

Miscellaneous.

(a) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

 

HC Capital Trust

  

                    

  

Citi Fund Services Ohio, Inc.

By:

  

/s/ Colette Bergman

     

By:

  

/s/ Jon Gezotis

Name:

  

Colette Bergman

     

Name:

  

Jon Gezotis

Title:

  

VP & Treasurer

     

Title:

  

Vice President

Date:

  

4/17/2019

     

Date:

  

4/29/2019

 

2


Schedule 2 to Services Agreement Services

Appendix A Fund Administration Services

Service Provider shall provide the Services listed on this Schedule 2 to the Client and any series thereof listed on Schedule 5 (each, a “Fund”), subject to the terms and conditions of the Agreement (including the Schedules).

 

I.

Services

 

1.

Registration Statements, Financial Statements, Proxy Statements and other SEC Filings:

 

  (a)

Prepare for review and approval by the Client and counsel to the Client (“Fund Counsel”) drafts of: (i) the annual update to the Client’s registration statement on Form N-1A with respect to existing Funds, and (ii) as requested by the Client or Fund Counsel, other amendments to the Client’s registration statement and supplements to its prospectus and statement of additional information reflecting developments from time to time with respect to existing Funds. Subject to approval by the Client and Fund Counsel, file any of the foregoing with the Securities and Exchange Commission (the “SEC”).

 

  (b)

For each Fund, prepare for review and approval of the Client drafts of (i) the annual report to Shareholders and (ii) the semi-annual report. Subject to review and approval by the Client, file the final versions thereof on Form N-CSR with the SEC.

 

  (c)

Prepare and file Form N-CEN annually;

 

  (d)

Assist with the layout and printing of prospectuses and the Funds’ semi-annual and annual reports to Shareholders;

 

  (e)

Coordinate the printing and distribution of proxy materials for meetings of shareholders; coordinate the record holder research and tabulation process relating to proxies; subject to review and approval by the Client and Fund Counsel, file proxy statements and related solicitation materials with the SEC; prepare draft scripts for and attend the Shareholder meetings and record the minutes of the meetings;

 

  (f)

Coordinate gathering of proxy voting information pertaining to proxy votes on Fund holdings and coordinate the drafting and filing of the Funds’ proxy voting records (as approved by the Investment Adviser) on Form N-PX;

 

  (g)

Prepare and file holdings reports on Form N-Q with the SEC, as required at the end of the first and third fiscal quarters of each year, effective through the period ending March 31, 2019;

 

  (h)

Prepare and file holdings reports on Form N-PORT with the SEC, as required at the end of each month, effective for the period beginning June 1, 2018.

 

2.

Certain Operational Matters

 

  (a)

Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of the assets of the applicable Fund;

 

  (b)

At the request of, and subject to the review and approval by the Client and Fund Counsel, prepare drafts of fund-related plans, policies and procedures or amendment thereto for existing Funds;

 

  (c)

Assistance, as appropriate with respect to the payment of dividends and other distributions to Shareholders that have been approved by the Client;

 

3


  (d)

Calculate performance data of the Funds for dissemination to (i) the Client, including the Board, (ii) up to fifteen (15) information services covering the investment company industry and (iii) other parties, as requested by the Client and agreed to by Service Provider;

 

  (e)

Assist the Client in obtaining and maintaining fidelity bonds and directors and officers/errors and omissions insurance policies for the Client in accordance with applicable Investment Company Act of 1940, as amended (the “1940 Act”) rules and file such fidelity bonds and any applicable, related notices with the SEC;

 

  (f)

Maintain corporate records on behalf of the Client, including minute books, and the Charter/Declaration of Trust of the Client and By-Laws of the Client;

 

  (g)

Assist the Client in developing appropriate portfolio compliance procedures for each Fund, and provide compliance monitoring services with respect to such procedures as reasonably requested by the Client, provided that such compliance must be determinable by reference to the Fund’s accounting records;

 

  (h)

Monitor and advise the client and the Funds on their regulated investment company status under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

 

  (i)

Assist the Client with portfolio compliance monitoring in accordance with Rule 22e-4(b) including:

 

  (i)

daily liquidity classifications of portfolio securities held by the Fund;

 

  (ii)

daily monitoring of compliance with the Fund’s established Highly Liquid Investment Minimum (HLIM);

 

  (iii)

daily monitoring of compliance with the Fund’s 15% illiquid holdings maximum;

 

  (iv)

monthly liquidity classification of portfolio securities on Form N-PORT effective June 1, 2019;

 

  (v)

prepare and file Form N-LIQUID as required.

 

  (j)

Assist the Client and Fund Counsel in responding to routine regulatory examinations or investigations;

 

  (k)

Assist the Client with Board meetings by (i) coordinating Board book preparation, production and distribution, (ii) subject to review and approval by the Client and Fund Counsel, preparing Board agendas, resolutions and minutes, (iii) assisting the Board by gathering industry and Fund information related to annual contract renewals and approval of fund-related plans, policies and procedures, (iv) attending Board meetings and recording the minutes and (v) performing such other Board meeting functions as agreed from time to time;

 

  (l)

Assist in the preparation and distribution of Trustee/Officer Questionnaires; assist in the review of completed Questionnaires;

 

  (k)

Monitor wash sales annually;

 

  (I)

Prepare informational schedules for use by the Client’s auditors in connection with such auditor’s preparation of the Client’s tax returns;

 

  (m)

Coordinate with independent auditors concerning the Client’s regular annual audit;

 

  (n)

Provide the assurance binder on a quarterly basis just prior to the quarterly N-CSR; and

 

  (o)

Provide a sub-certification pertaining to Service Provider’s Administration services consistent with the requirements of the Sarbanes-Oxley Act of 2002.

 

4


3.

Compliance Services

 

  (a)

Perform risk-based testing and an annual assessment of the compliance procedures of each service group of Service Provider (other than the Compliance Services group) that provides services for the Client pursuant to this Agreement.

 

  (b)

Provide information reasonably requested by the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance procedures described in (a) above.

 

  (c)

Provide reports to the Client’s Chief Compliance Officer regarding the risk-based testing and annual assessment described in (a) above.

 

4.

Provision of Certain Officers

Subject to the other terms and conditions of this Services Schedule and the Agreement, Service Provider shall make individuals available to serve as Secretary and/or Assistant Secretary of the Client (to serve only in ministerial or administrative capacities relevant to the Services). The Board shall have discretion to appoint, or to determine not to appoint or to terminate the services of, such individuals, in its sole and absolute discretion.

 

5.

Performance Reporting Services

From time to time, upon request of the Client, provide performance reporting services (“Performance Reporting Services”) consisting of one or more of the following:

 

  (a)

Creation of templates for the Management’s Discussion of Fund Performance (“MDFP”) section of the annual or semi-annual report;

 

  (b)

Creation of templates for, and typesetting of, the annual and semi-annual reports, including the financial statements;

 

  (c)

Population of the templates with data obtained from third parties, and coordination with third parties responsible for the review of the MDFP;

 

  (d)

Coordination with the print vendor for final printing of the annual and semi-annual reports; and

 

  (e)

Creation of templates for, and preparation of reports to the Client’s Board.

 

II.

Notes and Conditions Related to Fund Administration Services

 

1.

Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“Officers”) unless specifically set forth in this Services Schedule or another agreement.

 

3.

Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions.

 

4.

If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds.

 

5


5.

The Client’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors.

 

6.

Any Officer may resign for any reason. Service Provider shall have no obligation under I.4 of this Schedule II to make available another individual to act in any such capacity, if

 

  (a)

the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above;

 

  (b)

the resigning Officer determines, in good faith, and notifies the Board and the Client’s Chief Compliance Officer that the Client:

 

  (i)

has failed to secure and retain the services of reputable counsel or independent auditors;

 

  (ii)

has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 3Sa- I under the 1940 Act; or

 

  (c)

The resigning Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client.

 

7.

The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws.

 

6


Schedule 2 to Services Agreement

Services Appendix B Fund

Accounting Services

 

I.

Services

 

1.

Record Maintenance

Citi will keep and maintain the books and records of each Fund pursuant to Rule 31a-1 (the “Rule”) under the Investment Company Act of 1940, as amended (the 1940 Act), including:

 

  (a)

Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule.

 

  (b)

General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule.

 

  (c)

Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule.

 

  (d)

A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

 

2.

Accounting Services

Perform the following accounting services for each Fund:

 

  (a)

Allocate income and expense and calculate the net asset value per share (“NAV”) of each class of shares offered by each Fund in accordance with the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act.

 

  (b)

Apply securities pricing information as required or authorized under the terms of the valuation policies and procedures of the Client (“Valuation Procedures”), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, “Fair Value Information Vendors”) with respect to securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Funds’ pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Fund’s investment adviser or other designee, as approved by the Board. The Client instructs and authorizes Service Provider to provide information pertaining to the Funds’ investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be provided hereunder. The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

 

  (c)

Coordinate the preparation of reports that are prepared or provided by Fair Value Information Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures.

 

7


  (d)

Verify and reconcile with the Funds’ custodian all daily trade activity.

 

  (e)

Compute, as appropriate, each Fund’s net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed).

 

  (f)

Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and yields to NASDAQ;

 

  (g)

If applicable, report to the Client the periodic market pricing of securities in any money market funds, with the comparison to the amortized cost basis.

 

  (h)

Determine and report unrealized appreciation and depreciation on securities held in variable net asset value funds.

 

  (i)

Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles.

 

  (j)

Update fund accounting system to reflect rate changes, as received from a Fund’s investment adviser or a third party vendor, on variable interest rate instruments.

 

  (k)

Post Fund transactions to appropriate categories.

 

  (I)

Accrue expenses of each Fund according to instructions received from the Client’s Administrator, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval.

 

  (m)

Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts.

 

  (n)

Provide accounting reports in connection with the Client’s regular annual audit, and other audits and examinations by regulatory agencies.

 

  (o)

Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule.

 

  (p)

Assist the Client in identifying instances where market prices are not readily available, or are unreliable, each as set forth within parameters included in the Client’s Valuation Procedures.

 

3.

Financial Statements and Regulatory Filings

Perform the following services related to the financial statements and related regulatory filing obligations for each Fund:

 

  (a)

Provide monthly a hard copy of the pre-programmed reports for unaudited financial statements described below, upon request of the Client. The unaudited financial statements will include the following items:

 

  (i)

Unaudited Statement of Assets and Liabilities,

 

  (ii)

Unaudited Statement of Operations, and

 

  (iii)

Unaudited Statement of Changes in Net Assets.

Any modifications requested to the above pre-programmed reports will require additional programming at an additional cost to be mutually agreed.

 

  (b)

Provide accounting information for the following: (in compliance with Reg. S-X, as applicable):

 

  (i)

federal and state income tax returns and federal excise tax returns;

 

  (ii)

the Client’s reports filed with the SEC on Form N-CEN and Form N-CSR as required;

 

8


  (iii)

the Client’s quarterly schedules of investments for filing with the SEC on Form N-Q, effective through the period ending March 31, 2019;

 

  (iv)

the Client’s monthly schedules of investments for filing with the SEC on Form N-PORT, effective for the period beginning June 1, 2018;

 

  (v)

the Client’s annual and semi-annual shareholder reports and quarterly Board meetings;

 

  (vi)

registration statements on Form N-1A and other filings relating to the registration of shares;

 

  (vii)

reports related to Service Provider’s monitoring of each Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of I 986, as amended;

 

  (viii)

annual audit by the Client’s auditors; and

 

  (ix)

examinations performed by the SEC.

 

  (c)

Calculate turnover and expense ratio.

 

  (d)

Prepare schedule of Capital Gains and Losses.

 

  (e)

Provide daily cash report.

 

  (f)

Maintain and report security positions and transactions in accounting system.

 

  (g)

Prepare Broker Commission Report.

 

  (h)

Monitor expense limitations.

 

  (i)

Provide unrealized gain/loss report.

 

  (j)

Provide a sub-certification pertaining to Service provider’s Fund Accounting services consistent with the requirements of Sarbanes-Oxley Act of 2002.

 

II.

Notes and Conditions Related to Fund Accounting Services

 

I.

Subject to the provisions of Sections 2 and 6 of the Agreement, Service Provider’s liability with respect to NAV Differences (as defined below) shall be as follows:

 

  (a)

During each NAV Error Period (as defined below) resulting from a NAV Difference that is at least $0.01 but that is less than 1/2 of 1%, Service Provider shall reimburse each applicable Fund for any net losses to the Fund; and

 

  (b)

During each NAV Error Period resulting from a NAV Difference that is at least 1/2 of 1%, Service Provider shall reimburse each applicable Fund on its own behalf and on behalf of each shareholder of such Fund for any losses experienced by the Fund or any Fund shareholder, as applicable; provided, that Service Provider’s reimbursement responsibility shall not exceed the lesser of (i) the net loss that the Fund incurs or (ii) the costs to the Fund of reprocessing the shareholder transactions during the NAV Error Period; provided, further, however, that Service Provider shall not be responsible for reimbursing reprocessing costs with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $25.

For purposes of this Section II.1: the NAV Difference means the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption was effected divided by Recalculated NAV; (8) NAV Error Period means any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of $0.01 or more exists; (C) NAV Differences and any Service Provider liability therefrom are to be calculated each time a Fund’s (or Class’) NAV is calculated; (D) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (E) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted.

 

9


The Client acknowledges and agrees that although Service Provider’s services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Fund investments, Service Provider is not responsible for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

 

10


Schedule 4 to Services

Agreement Fee Schedule

 

1.

FEES

The Client shall pay the following fees to Service Provider as compensation for the Services rendered hereunder. All fees shall be aggregated and paid monthly.

A. Asset Based Fees

 

First $6.0 Billion in aggregate net assets of all Funds

     5.06 bps  

Next $6.0 Billion in aggregate net assets of all Funds

     0.47 bps  

Above $12.0 Billion in aggregate net assets of all Funds

     2.76 bps  

B. Security Pricing and Valuation fees

 

Asset Type

   Monthly Fee ($)  

Equities

     1.20  

Asset Backed

     5.45  

General Bonds

     8.15  

Government Bonds

     3.45  

Complex Debt

     9.45  

Listed Derivatives

     1.20  

Simple OTCs

     12.95  

Mid Tier OTCs

     75.35  

Complex OTCs

     75.35  

Notes

 

  1.

Monthly rates reflected are based upon current primary pricing vendor selections.

 

  2.

Each “Asset Type” can typically be expected to include the following security types:

 

   

Equities: Domestic Equity, Foreign Equity, Warrants

 

   

Asset Backed: ABS, MBS, CMO’s, CMBs

 

   

General Bonds: US Investment Grade Corporate Bonds, US High Yield Corporate Bonds, International Bonds

 

   

Government Bonds: Agency Debt, US Government Bonds, Money Market, Municipal Bonds

 

   

Complex Debt: Bank Loans

 

   

Listed Derivatives: Futures, options

 

   

Simple OTC: Interest Rate Swap; OTC Options; Currency Forwards; Currency Swap

 

   

Mid Tier OTC: Total Return Swap; Asset Swaps; Cross Currency Swaps; Credit Default Swaps

 

   

Complex OTC: Exotic Options; Volatility Swaps; CDOs; CLOs

 

  3.

Security Pricing Valuation Services will not be subject to the annual fee increase.

 

  4.

The fees for Security Pricing Valuation Services are calculated for the Fund Complex in its entirety based on the number unique securities held within each asset type on a monthly basis.

C. Fair Value Support Services and Related Expenses:

In the event that the Client elects to use Service Provider’s Fair Value Support Services, the following applies:

The Client shall pay the annual servicing fee for each Fund that the Client designates as being subject to fair value determinations and for which Fair Value Support Services are to be provided by Service Provider hereunder. The compensation set forth below is payable in addition to the compensation otherwise payable under this Agreement.

 

11


Annual Fee

 

For each Fund with less than 200 securities:

   $ 5,285 per Fund  

For each Fund with at least 200 securities:

   $ 7,927 per Fund  

In addition, the Client shall reimburse Service Provider for the actual costs incurred by Service Provider to Fair Value Information Vendors with respect to the provision of fair value pricing information to Service Provider for use in valuing the portfolio holdings of a specific Fund or Funds that the Client designates as being subject to fair value determinations and for which Fair Value Support Services are to be provided by Service Provider hereunder. Such costs shall be incurred at the discounted group rate made available to Service Provider clients, if applicable.

(The Annual Fee is to be billed in equal monthly installments in respect of each Fund that the Client designates as being subject to fair value determinations and for which Fair Value Support Services are to be provided by Service Provider.)

D. Additional Fees

 

Form N-Q Filing Services Fees

     Waived  

SOC-1 / SSAE 16 Charges (per Class)

   $ 125  

E. Form N-PORT

 

Tier    Description   

Annual Fee

(per Fund)

 

Tier 1

   All Fund of Funds and Equity Funds holding < 50 securities    $ 11,500  

Tier 2

   Fixed Income Funds* holding 0-510 securities and Equity Funds holding 50-510 securities    $ 14,000  

Tier 3

   All Fixed Income and Equity Funds holding > 510 securities    $ 18,000  

Sleeve Fee: An additional fee will apply per sleeve

   $ 1,000  

Implementation

 

One-time set-up fee per client

   $ 10,000  

 

*

Fixed Income Funds are currently defined in accordance with applicable regulation stating Fixed Income Funds are those which hold 25% of total net assets in fixed income securities.

Note: Each Fund will be designated as a specific “tier” upon the commencement of the N-PORT filing service. An annual review will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any Fund launches will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.

 

12


F. Liquidity Risk Management

 

Tier

  

Description

   Annual Fee
(per Fund)
 

Tier 1

   All Funds holding < 50 securities    $ 2,000  

Tier 2

   All Funds holding 50-500 securities    $ 3,000  

Tier 3

   All Funds holding > 500 securities    $ 4,000  

 

Form N-LIQUID preparation and filing

   $ 2,500 per filing  

Note: Each Fund will be designated as a specific “tier” upon the commencement of the Liquidity Risk Management service. An annual review will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any Fund launches will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.

G. Compliance Services Fee

$60,729.06 per year

H. Performance Reporting Services

As compensation for the Performance Reporting Services provided from time to time, the Client shall pay the fees and rates agreed upon at the time a request is made for such Performance Reporting Services. Service Provider shall provide the Client with a proposal approximately six (6) weeks prior to the end of the Client’s fiscal year, and the Client shall advise Service Provider of the Client’s acceptance of such proposal within two (2) weeks of submission thereof. A quote shall be provided upon request and shall be based upon the following schedule of fees:

 

Creative Direction and Design

 

Creation/Design of Cover Artwork

   $ 528.52        Flat fee  

Creation/Design of Book Style

   $ 1,057.04        Flat fee  

Editorial Services

Freelance writing services can be acquired to write the Chairman’s Letter, Shareholder Letter and Management’s Discussion of Fund Performance sections. These services are supplied by freelance writers and their fees are in addition to Service Provider’s fees. These fees are listed below:

 

Preparation of Chairman’s Letter/Shareholder Letter – Interview with Chairman (or other officer) -Topics include performance, strategy, outlook, news. Fee includes one draft letter (estimated 1300 to 1700 words) and one set of revisions per client comments.

   $ 1,321.30     

Preparation of Management’s Discussion of Fund Performance—Interview with Fund Manager via telephone or email. Fee includes one draft fund write up (estimated 425 words) and one set of revisions per client comments. Amount quoted is per fund.

   $ 449.24     

 

13


Coordination Charges

The Coordination charges include the following services: Coordination with all Service Provider internal and external contacts (Service Provider s Research and Financial Administration, Investment Adviser and/or portfolio managers to provide all required research data; Distributor Compliance to ensure FINRA-related review, approval and filing (if necessary); Fund Counsel; Fund independent registered public accounting firm); all editorial services and coordination with the print vendor to verify that the client-requested stylistic criteria has been met.

 

Chairman’s/Shareholder Letter and 1 Fund

   $ 3,171.12      Flat fee

Each additional Fund

   $ 528.52      Per Fund

Typesetting—Initial Composition

     

New set page (from disk)

   $ 47.57      per page

New set page (from hardcopy)

   $ 47.57      per page

Quick Turnaround (QTA)/Rush Charges

   $ 15.86      per page in addition to new set charge

Quick Turnaround (QTA)/Rush Charges Graphs

   $ 21.14      per page in addition to new set charge

Typesetting—Changes to Existing Composition

     

Author alterations—includes 5 alteration cycles—additional cycles will be charged at $15.00

   $ 95.13      per page

Additional Alteration cycles billed outside the allotted 5 cycles

   $ 15.86      per page

Quick Turnaround (QTA)/Rush Charges

   $ 31.71      per page in addition to Author alteration
charge

Charting

     

New Chart

   $ 68.71      per chart

Author alterations to charts—includes 2 alteration cycles—additional cycles will be charged at an additional $15.00

   $ 26.43      per chart 2 alteration cycles

Additional Alteration cycles billed outside the allotted 2 cycles

   $ 15.86     

Quick Turnaround (QTA)/Rush Charges

   $ 21.14      per page in addition to Author alteration”

Reports

 

Monthly Dividend Report

     $142.70 per page     

Quarter End Dividend Report

     $285.40 per page     
Quarterly Board Report – fees waived      

 

14


2.

Out-of-Pocket Expenses and Miscellaneous Charges

In addition to the above fees, Service Provider shall be entitled to receive payment for out-of-pocket expenses and miscellaneous charges as follows. Commencing April 1, 2014, the Client shall pay fifty percent of such expenses and charges for the first year, seventy-five percent for the second year and one hundred percent after the second year. The expenses and charges are as follows:

 

  A.

Reimbursement of Expenses. The Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services, including, but not limited to:

 

  (i)

All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Shareholders;

 

  (ii)

The cost of obtaining security and issuer information;

 

  (iii)

The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data;

 

  (iv)

Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of the services to be provided hereunder, including print production charges incurred;

 

  (v)

All copy charges;

 

  (vi)

Any expenses Service Provider shall incur at the written direction of the Client or a duly authorized officer of the Client;

 

  (vii)

The cost of tax data services;

 

  (viii)

Regulatory filing fees, industry data source fees, printing (including board book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board/client meetings; and

 

  (ix)

Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement.

 

  (x)

With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an EDGAR format prior to filing, as well as all associated filing and other fees and expenses.

 

  B.

Miscellaneous Service Fees and Charges. In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client:

 

  (i)

System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto;

 

  (ii)

Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $150 per hour;

 

  (iii)

Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour;

 

  (iv)

Expenses associated with the tracking of “as-of trades”, billed at the rate of$50 per hour, as approved by the Client;

 

  (v)

Costs of rating agency services.

 

15


Annual Fee Increase:

Commencing on the one-year anniversary of the Effective Date and annually thereafter, the Service Provider may annually increase the fixed fees and other fees expressed as stated dollar amounts in this Agreement by up to an amount equal to the most recent annual percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter” or a similar index should such index no longer be published.

 

16

SUB-ADVISORY AGREEMENT

AGREEMENT made as of the 12th day of December 2018.

WHEREAS, Pacific Investment Management Company LLC, a Delaware limited liability company (the “Portfolio Manager”) has been retained by HC Capital Trust, a Delaware Statutory Trust, (the “Trust”), an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a portfolio manager, to provide investment advisory services to a portion of the assets of certain portfolios of the Trust, including the portfolios listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each, a “Portfolio” and, collectively, the “Portfolios”), pursuant to certain portfolio management agreements;

WHEREAS, each Portfolio seeks to achieve its investment objective in whole or in part by investing in the component securities (“Component Securities”) of an index (“Underlying Index”) provided by Research Affiliates, LLC or its affiliate (collectively, “Index Provider”) as described in the Portfolio’s Prospectus (as defined below);

WHEREAS, the Portfolio Manager wishes to retain Parametric Portfolio Associates LLC (the “Sub-Adviser”) to assist the Portfolio Manager in providing investment advisory services (“Advisory Services”) in connection with the Portfolios;

WHEREAS, the Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and rules and regulations thereunder (“Advisers Act”); and

WHEREAS, the Sub-Adviser is willing to provide such Advisory Services to the Portfolio Manager upon the terms and conditions set forth below and for the compensation set forth in Exhibit A attached hereto, as may be amended from time to time.

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the Portfolio Manager and the Sub-Adviser as follows:

1. The Trust is an open-end investment company which has separate investment portfolios. Additional investment portfolios may be established in the future. This Agreement shall pertain to the Portfolios and to such additional investment portfolios as shall be designated as Portfolios in supplements to this Agreement, as further agreed between the Portfolio Manager and Sub-Adviser. The Trust engages in the business of investing and reinvesting the assets of the Portfolios in the manner and in accordance with the investment objective and restrictions applicable to the Portfolios as specified in the currently effective prospectus (the “Prospectus”) for the Portfolios included in the registration statement, as amended from time to time (the “Registration Statement”), filed by the Trust under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”). Copies of the documents referred to in the preceding sentence have been furnished to the Sub-Adviser. Any amendments to those documents that the Portfolio Manager receives from the Trust shall be furnished to the Sub-Adviser promptly.

2. The Portfolio Manager hereby appoints the Sub-Adviser to provide Advisory Services specified in this Agreement, and the Sub-Adviser hereby accepts such appointment and agrees to render the services herein set forth.


3. (a) The Sub-Adviser shall, at its expense: (i) employ or associate with itself such persons as it believes appropriate to assist it in performing its obligations under this Agreement; and (ii) provide all services, equipment and facilities necessary to perform its obligations under this Agreement. The Sub-Adviser may from time to time seek research assistance and rely on investment management resources available to it through its affiliated companies, but in no case shall such reliance relieve the Sub-Adviser of any of its obligations hereunder, nor shall the Portfolio Manager or the Portfolios be responsible for any additional fees or expenses hereunder as a result. In all cases, the Sub-Adviser shall remain liable as if such services were provided directly.

(b) The Sub-Adviser shall not retain any other person to serve as an investment adviser or sub-adviser to the Portfolios. The Sub-Adviser shall not pay any fee, based on the assets of a Portfolio, to any person providing research and/or investment advice to the Sub-Adviser without the express written consent of the Portfolio Manager.

(c) The Sub-Adviser shall not be required to pay any expenses of a Portfolio other than those specifically allocated to the Sub-Adviser in this Agreement. In particular, but without limiting the generality of the foregoing, the Sub-Adviser shall not be responsible, except to the extent of the reasonable compensation of such of the Trust’s employees (if any) as are officers or employees of the Sub-Adviser whose services may be involved, for any of the following expenses of a Portfolio: compensation of the Trustees who are not affiliated with the Portfolio Manager, Sub-Adviser, a Portfolio’s distributor, or any of their affiliates; taxes and governmental fees; interest charges; fees and expenses of a Portfolio’s independent registered public accounting firm and legal counsel; trade association membership dues; fees and expenses of any custodian (including maintenance of books and accounts and calculation of the net asset value of shares of a Portfolio), transfer agent, registrar and dividend disbursing agent of a Portfolio; expenses of issuing, selling, redeeming, registering and qualifying for sale shares of beneficial interest in a Portfolio; expenses of preparing and printing share certificates, prospectuses and reports to shareholders, notices, proxy statements and reports to regulatory agencies; the cost of office supplies, including stationery; travel expenses of all officers, Trustees and employees; insurance premiums; brokerage and other expenses of executing portfolio transactions; expenses of shareholders’ meetings; organizational expenses; and extraordinary expenses. Notwithstanding the foregoing, the Trust may enter into a separate agreement with the Portfolio Manager, which shall be controlling over this Agreement, as amended, pursuant to which some or all of the foregoing expenses of this Section 3(c) shall be the responsibility of the other party or parties to that agreement.

4. (a) Subject to the supervision of the Portfolio Manager, the Sub-Adviser shall provide to each Portfolio Advisory Services including execution of all portfolio transactions on behalf of the Portfolios necessary to invest the assets of each Portfolio in the Component Securities of each Portfolio’s Underlying Index, as described in the Portfolio’s Prospectus.

(b) In addition to the provision of Advisory Services, the Sub-Adviser shall be responsible for providing middle and back office operational support for the Portfolios with respect to the services the Sub-Adviser provides hereunder. Such support services are set forth in Exhibit B attached hereto, as may be amended from time to time. Sub-Adviser shall not have responsibility for wiring funds, processing class action or bankruptcy litigation claims relating to any assets held by a Portfolio, or calculating the net asset value of the Portfolios.


(c) Each Portfolio will have the benefit of the investment analysis and research generally available to investment advisory clients of the Sub-Adviser. It is understood that the Sub-Adviser will not use any inside information pertinent to investment decisions undertaken in connection with this Agreement that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Adviser seek to obtain any such information.

(d) Upon request, the Sub-Adviser also shall provide to the Portfolio Manager, and, as applicable, the officers of the Trust, administrative assistance in connection with the operation of each Portfolio, which shall include (i) compliance with all reasonable requests of the Portfolio Manager and Trust for information, including information required in connection with the Trust’s filings with the Securities and Exchange Commission (“SEC”) and state securities commissions, and (ii) such other services as the Portfolio Manager and/or Sub-Adviser shall from time to time reasonably determine to be necessary or useful to the administration of a Portfolio. With respect to the services that the Sub-Adviser is providing to the Portfolios, the Sub-Adviser will keep the Portfolio Manager informed of developments materially affecting a Portfolio.

(e) As sub-adviser to the Portfolios, the Sub-Adviser shall provide Advisory Services for the account of each Portfolio in accordance with the Sub-Adviser’s best judgment and within the investment objectives, policies, and restrictions set forth in the Prospectus, the 1940 Act and the provisions of the Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted by the Trust’s Board of Trustees.

(f) Upon request, the Sub-Adviser shall furnish to the Portfolio Manager and the Trust’s Board of Trustees periodic and special reports (including any statistical information) on the investment performance of each Portfolio and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust’s officers or Board of Trustees shall reasonably request.

(g) For each Portfolio, the Sub-Adviser will promptly review all account reconciliation documents, such as: (i) reports of current security holdings in the Portfolio; (ii) summary reports of transactions; and (iii) current cash position reports (including cash available from portfolio sales and maturities and sales of the Portfolio’s shares less cash needed for redemptions and settlement of portfolio purchases), all within a reasonable time after receipt thereof from the Portfolio, the Portfolio Manager or any service provider thereto (such as the Portfolio’s custodian) and will report any errors or discrepancies in such reports to the Portfolio or its designee within three business days after discovery of such discrepancies.

(h) The Sub-Adviser will manage each Portfolio so that it will qualify, and continue to qualify (except where extraordinary circumstances dictate otherwise), as a regulated investment company under Section 851 of Subchapter M of the Internal Revenue Code and regulations issued thereunder.


(i) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other of its clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution of the order or lower brokerage commissions, if any. The Sub-Portfolio Manager may also on occasion purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be equitable and consistent with its fiduciary obligations to the Trust and the Portfolios and to such other customers.

(j) Subject to the oversight of the Portfolio Manager, the Sub-Adviser may cause a Portfolio to pay a broker which provides brokerage and research services to the Sub-Adviser a commission for effecting a securities transaction in excess of the amount another broker might have charged. Such higher commissions may not be paid unless the Sub-Adviser determines in good faith that the amount paid is reasonable in relation to the services received in terms of the particular transaction or the Sub-Adviser’s overall responsibilities to the Trust and any other of the Sub-Adviser’s clients.

(k) Unless otherwise instructed by the Trust’s Board of Trustees or the Portfolio Manager, the Sub-Adviser or its agent shall have authority and responsibility to exercise whatever powers the Trust and the Portfolio Manager may possess with respect to any of the portfolio securities or other investments of a Portfolio, including, but not limited to, the right to vote proxies, the power to exercise rights, options, warrants, conversion privileges and redemption privileges, to tender securities pursuant to a tender offer. With respect to any domestic (U.S.) securities held by a Portfolio, the Sub-Adviser shall be responsible for filing on a timely basis beneficial ownership reports required by the Securities Exchange Act of 1934, as amended, and any other domestic securities regulatory filings. With respect to any foreign (non-U.S.) securities held by a Portfolio, the Sub-Adviser shall also be responsible for filing on a timely basis any holdings disclosures or other reports as the Sub-Adviser may be required by law to file with regulatory authorities in foreign jurisdictions to the extent such requirements apply to the entity with investment discretion/power and/or voting power with respect to instruments held by the Portfolios’ portfolios. Sub-Adviser shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in a Portfolio. Sub-Adviser will, however, forward to Portfolio Manager any information it receives regarding any legal matters involving any asset held in a Portfolio.

(l) The Portfolio Manager agrees to issue instructions to all custodians and broker-dealers as necessary to give the Sub-Adviser all necessary authority to act on behalf of each Portfolio.

(m) Nothing herein shall relieve the Portfolio Manager of its duties or responsibilities under its investment management agreement with the Trust on behalf of the Portfolios.


(n) Unless specified hereunder or by separate agreement, the Advisory Services shall not include: (i) consultation with a Portfolio regarding the appropriateness of the benchmark or strategy as related to their overall investment objectives (i.e., suitability analysis); (ii) initial and periodic client service and reporting to the Portfolios, including delivery of brochures and notices; or (iii) any form of custody of a Portfolio’s assets.

5. The Sub-Adviser shall exercise its best judgment in rendering the services provided by it under this Agreement. Subject to the provisions of Section 9(a) hereof, the Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio Manager, the Trust or the Portfolios in connection with the matters to which this Agreement relates, except that the Sub-Adviser shall be liable to the Portfolio Manager and the Portfolios for a loss resulting from a breach of fiduciary duty by the Sub-Adviser under the 1940 Act with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties hereunder or from reckless disregard by the Sub-Adviser of its obligations or duties under this Agreement. In no case shall the Sub-Adviser be liable for actions taken or non-actions with respect to the performance of services under this Agreement based upon specific information, instructions or requests given or made to the Sub-Adviser by the Portfolio Manager. As used in this Section, the term “Sub-Adviser” shall include any officers, directors, employees or other affiliates of the Sub-Adviser performing services with respect to the Portfolios.

6. (a) The Sub-Adviser agrees that it will comply with all applicable laws, rules and regulations of all federal and state regulatory agencies having jurisdictions over the Sub-Adviser in performance of its duties hereunder. The Sub-Adviser will treat as confidential and proprietary information of a Portfolio all records and information relative to the Portfolio and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Portfolio, and the Sub-Adviser shall not be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Portfolio.

(b) The Sub-Adviser will notify the Portfolio Manager and the Portfolios in the event that the Sub-Adviser or any of its affiliates: (i) become aware that it is subject to a statutory disqualification that prevents the Sub-Adviser from serving as a sub-adviser or otherwise performing its duties pursuant to this Agreement; or (ii) become aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Sub-Adviser further agrees to notify the Portfolios and the Portfolio Manager immediately of any material fact known to the Sub-Adviser relating to the Sub-Adviser that is not contained in the Portfolios’ Registration Statement regarding the Portfolios, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. Notwithstanding the foregoing paragraph, to the extent such information is required to be publicly disclosed pursuant to SEC Regulation FD, Sub-Adviser’s notification obligation is subject to such information having first been publicly disclosed by the Sub-Adviser or its ultimate parent company pursuant to Regulation FD


(c) For the services provided and the expenses assumed pursuant to this Agreement and except as provided in Section 7(b), the Portfolio Manager will pay the Sub-Adviser, and the Sub-Adviser will accept as full compensation therefore, a fee computed daily and paid monthly in arrears on the first business day of each month, based upon the average daily value (as determined on each business day at the time set forth in the Portfolio’s Prospectus for determining net asset value per share) of the net assets of each Portfolio equal to the lesser of: (i) a fee at the per annum rate set forth in Exhibit A attached hereto, as may be amended from time to time; or (ii) such fee as may from time to time be agreed upon in writing by the Portfolio Manager and the Sub-Adviser. If the fee payable to the Sub-Adviser pursuant to this paragraph begins to accrue after the beginning of any month or if this Agreement terminates before the end of any month, the fee for the period from such date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs. For purposes of calculating fees, the value of each Portfolio’s net assets shall be computed in the manner specified in the Portfolio’s Prospectus and the Trust’s governing instruments for the computation of the value of the Portfolio’s net assets in connection with the determination of the net asset value of the Portfolio’s shares. Payment of said compensation shall be the sole responsibility of the Portfolio Manager and shall in no way be an obligation of a Portfolio or of the Trust.

7. (a) This Agreement shall become effective with respect to the Portfolios as of the date hereof (and, with respect to any amendment, or with respect to any additional Portfolio, the date of the amendment or supplement hereto) and shall continue in effect with respect to the Portfolios for a period of more than two years from that date (or, with respect to any additional Portfolio, for a period of more than two years from the date of the supplement) only so long as the continuance is specifically approved at least annually: (i) by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio or by the Trust’s Board of Trustees; and (ii) by the vote, cast in person at a meeting called for the purpose, of a majority of the Trust’s Trustees who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of any such party.

(b) This Agreement may be terminated with respect to a Portfolio (or any additional Portfolio) at any time, without the payment of any penalty, by: (i) a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio; (ii) a vote of a majority of the Trust’s entire Board of Trustees on sixty (60) days’ written notice to the Sub-Adviser; (iii) the Portfolio Manager on sixty (60) days’ written notice to the Sub-Adviser; or (iv) the Sub-Adviser on sixty (60) days’ written notice to the Trust. This Agreement (or any supplement hereto) shall terminate automatically in the event of its assignment (as defined in the 1940 Act).

8. (a) The Sub-Adviser shall indemnify and hold harmless the Portfolio Manager and its officers, directors, trustees, managers, partners, employees, affiliates and agents from and against any and all liabilities, losses, claims, damages and expenses, including reasonable attorneys’ fees and expenses, of any kind or nature directly or indirectly resulting solely from or solely out of: (i) any material misrepresentation, breach of any material representation or failure to comply with any provision, warranty or obligation made by the Sub-Adviser or its agents in connection with this Agreement or any applicable laws and regulations; (ii) any actions or failure to act by the Sub-Adviser or its agents in connection with this Agreement that results in a violation of any law; or (iii) any gross negligence, willful misfeasance, bad faith or reckless disregard by the Sub-Adviser or its affiliates or agents in fulfilling the Sub-Adviser’s obligations under this Agreement.


(b) The Portfolio Manager shall indemnify and hold harmless the Sub-Adviser and its officers, directors, trustees, managers, partners, employees, affiliates and agents from and against any and all liabilities, losses, claims, damages and expenses, including reasonable attorneys’ fees and expenses, of any kind or nature directly or indirectly resulting solely from or solely out of: (i) any material misrepresentation, breach of any material representation or failure to comply with any provision, warranty or obligation made by the Portfolio Manager in connection with this Agreement or any applicable laws and regulations; (ii) any actions or failure to act by the Portfolio Manager in connection with this Agreement that results in a violation of any law; or (iii) any gross negligence, willful misfeasance, bad faith or reckless disregard of the Portfolio Manager in fulfilling its obligations under this Agreement.

9. Except to the extent necessary to perform the Sub-Adviser’s obligations under this Agreement and/or as otherwise agreed to by the parties, nothing herein shall be deemed to limit or restrict the right of the Sub-Adviser, or any affiliate of the Sub-Adviser, or any employee of the Sub-Adviser, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association, provided such other services and activities do not, during the term of this Agreement, interfere in a material manner with the Sub-Adviser’s ability to meet its obligations to the Portfolios hereunder.

10. It is understood that the names “PIMCO” or any derivative thereof or logo associated therewith are the valuable property of the Portfolio Manager and its affiliates. The Sub-Adviser (or any of its affiliates) agrees that it shall not use any such names (or derivative or logo) without the prior consent of the Adviser. In addition, the Sub-Adviser hereby consents to the use of its name and any logo, mark or symbol associated therewith, as well as the names of its business affiliates in the Portfolios’ Registration Statement, other disclosure documents, shareholder communications, advertising, sales literature and similar communications. It is understood that “Parametric Portfolio AssociatesTM” and Parametric with the iris flower logo and any derivative or logo associated therewith are the valuable property of the Sub-Adviser. While Sub-Adviser consents to the use of the marks and logos for purposes of describing Sub-Adviser’s role and responsibilities under this Agreement, rights to such intellectual property will remain with the Sub-Adviser and nothing in this Agreement shall be construed otherwise.

11. Any recommendations concerning a Portfolio’s investment program proposed by the Sub-Adviser to the Portfolio and the Portfolio Manager pursuant to this Agreement, as well as any other activities undertaken by the Sub-Adviser on behalf of the Portfolio pursuant thereto shall at all times be subject to any applicable directives of the Board of Trustees of the Trust provided to the Sub-Adviser.

12. In compliance with the requirements of Rule 31a-3 under the 1940 Act, and any other applicable federal or state rule, the Sub-Adviser hereby agrees that all records that it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s request; provided, however, that the foregoing shall


not be construed to prohibit the retention by the Sub-Adviser or its representatives of archival information including the Portfolios’ accounts data and performance record in performance composites, assets under management, and other marketing-related reporting documents. Further, compliance with Rule 31a-3 under the 1940 Act does not preclude retention by the Sub-Adviser or its representatives of documents and records as required for the purpose of facilitating compliance with this Agreement, applicable law or regulation, when automatically stored or archived in electronic form pursuant to standard backup or archival procedures. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act and any other applicable Rule, the records required to be maintained by the Sub-Adviser hereunder pursuant to Rule 31a-1 of the 1940 Act and any other applicable federal or state rule. The Sub-Adviser further agrees that it will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder which may be requested in order to determine whether the operations of the Portfolios are being conducted in accordance with applicable law and regulations.

13. This Agreement shall be construed in accordance with the laws of the State of California without regard to the conflicts of law principles thereof, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Advisers Act, or rules or orders of the SEC thereunder.

14. No provision of this Agreement may be changed, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

15. (a) For the term of this Agreement and for five years after termination, the Portfolio Manager and the Sub-Adviser shall treat as confidential and shall not disclose or transmit to any third party or use other than as expressly authorized hereunder, except to an affiliate (as defined in the 1940 Act) of the Portfolio Manager or the Sub-Adviser, as the case may be, any information, documentation or other written material with respect to the business affairs of the other party, including but not limited to information that is marked as “Confidential” by the Sub-Adviser, the Portfolio Manager or the Portfolios (“Confidential Information”). Each party agrees to hold the Confidential Information in confidence and not to disclose or use the Confidential Information for any purpose whatsoever other than as contemplated by this Agreement and to require each of its directors, officers, managers, employees, affiliates, representatives or agents not to disclose or use Confidential Information, except as authorized or permitted by this Agreement. Notwithstanding the foregoing, the Portfolio Manager may disclose or transmit Confidential Information with respect to the Portfolios: (i) to the Trust’s Board of Trustees; or (ii) with the prior written consent of the Sub-Adviser.

(b) Confidential Information shall not include: (i) any information that is available to the public or to the receiving party hereunder from sources other than the providing party (provided that such source is not, to the knowledge of the receiving party, subject to any confidentiality agreement with regard to such information); or (ii) any information that is independently developed by the receiving party without use of or reference to information from the providing party. Notwithstanding the foregoing, the parties may reveal Confidential Information to any regulatory agency or court of competent jurisdiction if such information to be


disclosed is: (i) approved in writing by the other party for disclosure; or (ii) required by law, regulatory agency or court order to be disclosed by a party, provided, if permitted by law, that notice of such required disclosure is given to the other party prior to its disclosure if reasonably possible or as soon thereafter as is reasonably practicable and provided further that the providing party shall cooperate with the other party to limit the scope of such disclosure to the extent permitted by law.

16. Neither party shall be liable for or to the other for any loss caused directly or indirectly by Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service, beyond either party’s control.

17. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected hereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

18. Any notice or other communication required or permitted to be given hereunder shall be given in writing and mailed, faxed or delivered to the other party at the addresses set forth below:

If to Sub-Adviser:

Attn: Legal and Compliance Department

1918 Eighth Ave, Suite 3100

Seattle, WA 98101

Phone: 206-694-5500

Email: PPA-LegalNotices@paraport.com

If to PIMCO:

David C. Flattum

Managing Director, General Counsel

650 Newport Center Drive

Newport Beach, CA 92660

Phone: (949) 720-6134

Fax: (949) 720-4590

Notice shall be deemed given upon receipt.

19. This Agreement constitutes the entire agreement of the parties hereto with respect to its subject matter and may be amended or modified only by a writing signed by duly authorized officers of both parties. There are no oral or written collateral representations, agreements or understandings that relate to the Portfolios except as provided herein. The parties may mutually agree to other matters regarding the Advisory Services which may be represented by other agreements between the parties.


20. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be one and the same agreement.

21. No breach, default or threatened breach of this Agreement by either party shall relieve the other party of its obligations or liabilities under this Agreement with respect to the protection of the property or proprietary or confidential nature of any property which is the subject of this Agreement.

*             *             *            *            *            *             *

(The remainder of this page is left blank)


IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

 

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

By:

 

/s/ Thomas Otterbein

Name:

 

Thomas Otterbein

Title:

 

Managing Director

PARAMETRIC PORTFOLIO ASSOCIATES LLC

By:

 

/s/ Christine Smith

Name:

 

Christine Smith

Title:

 

Chief Operating Officer


EXHIBIT A

(as of December 12, 2018)

 

Portfolio

 

Annual Base
Fee

 

Fee Rate
(Average Daily
Net Assets)

  

Assets Under

Management

(Millions)

HC Capital Trust—The Institutional Value Equity Portfolio: PIMCO RAFI Dynamic Multi-Factor U.S. Equity (PIMCO Account #15648)

  $10,000   0.05%    $0—$50 of net assets
    0.04%    $50—100 of net assets
    0.025%    $100—350 of net assets
    0.02%    Over $350 of net assets

HC Capital Trust—The Institutional Growth Equity Portfolio: PIMCO RAFI Dynamic Multi-Factor U.S. Equity (PIMCO Account #15649)

  $10,000   0.05%    $0—$50 of net assets
    0.04%    $50—100 of net assets
    0.025%    $100—350 of net assets
    0.02%    Over $350 of net assets


EXHIBIT B

(as of December 12, 2018)

Middle and Back Office Operational Support to be Provided by the Sub-Adviser

 

    

Support Service

2.

   Account reconciliation (i.e., daily reconciliation of Portfolio holdings to the records of the Portfolio’s custodian, including positions, cash holdings, market value, and cost basis)

3.

   Corporate action processing (i.e., voluntary election processing and maintenance of voluntary and mandatory events and monitoring of bankruptcy securities and potential processing)

4.

   Trade posting, affirmation and settlement oversight, including confirmation with the counterparty

5.

   Daily pricing valuation

6.

   Performance calculations (i.e., daily, time-weighted, rate-of-return calculations, including gross of fee and net of fee returns).

7.

   Security maintenance (i.e., new security set-up, symbol changes (such as ISIN, CUSIP, ticker) and name changes)

8.

   Custom reporting as reasonably requested by Portfolio Manager

9.

   Proxy voting subject to oversight by Portfolio Manager

10.

   Failed trade aggregation, management and escalation with custodians and third party brokers management; Claims management (i.e., issuing, overseeing the claims process for overdraft charges, use of funds or penalty charges) for both domestic and international settlements

11.

   Sub-Adviser shall not be responsible for taking any action or rendering advice with respect to any class action claim relating to any assets held in Portfolio. Sub-Adviser will, however, forward to Portfolio Manager any information it receives regarding any legal matters involving any asset held in Portfolio. Sub-Adviser will also provide reasonable assistance in providing historical holdings of the Portfolio for the past seven years, as applicable

12.

   Benchmark management (e.g., assignment and monitoring of benchmark, performance of benchmark reporting, change of benchmark process)

Index License Agreement

This Index License Agreement (“Agreement”) is made as of February 26, 2019 (“Effective Date”) by and between RAFI Indices, LLC, a California limited liability company having a principal place of business at 620 Newport Center Drive, Suite 900, Newport Beach, California 92660 USA (“RI”) and HC Capital Trust (“COMPANY”), (“Licensee”), an investment company registered under the Investment Company Act of 1940, as amended, on behalf of each of its Portfolios listed in the Order Schedule attached hereto. RI and Licensee are each referred to herein as a “Party” and collectively as the “Parties.” As used herein, an “Affiliate” of a Party means any current or future person or entity that controls, is controlled by or is under common control with such party, for so long as such person or entity qualifies as an Affiliate of such Party.

A. RI’s Affiliate, Research Affiliates, LLC, owns the intellectual property rights to certain indices and has granted to RI the right to sublicense the indices;

B. Licensee wishes to use certain indices identified in an Order Schedule entered into pursuant to this Agreement (each, an “Index” and collectively, the “Indices”) and the corresponding Index names identified in the Order Schedule (each, a “Mark” and collectively, the “Marks”) in connection with the development, issuance, marketing and promotion of certain financial transactions or products (the “Products”); and

C. RI is willing to grant Licensee the right to use the Indices and refer to the Indices and Marks in connection with the Products, on the following terms and conditions.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

 

1.

License Grant.

(a) License. Subject to the terms and conditions of this Agreement, RI grants Licensee a non-exclusive, non-sublicensable, non-transferable license solely to: (i) use the Indices as the basis or as a component of the Products and (ii) use and refer to the Indices and the Marks (in accordance with the restrictions set forth in this Agreement and any applicable Order Schedule) in connection with the Products, including in Licensee’s marketing materials and on Licensee’s website relating to the Products, and in connection with any disclosures about the Products that are required under any applicable laws, rules or regulations (“Laws”). RI reserves all rights except those expressly licensed to Licensee under this Section 1(a). For purposes of this Agreement, a financial instrument shall be considered a Product if it is a fundamentally weighted index based, in whole or in part, on RI’s Indices.

(b) No Sublicensing or Distribution. Nothing herein authorizes Licensee to sublicense any of the Indices. Licensee shall not directly or indirectly disseminate or otherwise publish, distribute or disclose to any third party, other than investment advisers or sub-advisers managing investment portfolios for Licensee, any of the Indices, any Index prices (“Index Prices”) or any other information related to the Indices that is designated as “Confidential” or “Proprietary” by RI.

(c) Proprietary Notices. Licensee shall include the following statement prominently at the beginning of any written or electronic use of any of the Indices: “Index calculated by RAFI Indices, LLC or its suppliers”. This may take the form of a clearly marked, legible footnote.

(d) Licensee Warranty. Licensee represents, warrants and covenants that it will comply with all applicable Laws, and that Licensee has and shall maintain at all times during the term of this Agreement all governmental, regulatory and other third party licenses, registrations (including fund registrations and registration or recordation of this Agreement), permits, certifications, rights, consents

 

1


and approvals required for the Products, its performance under this Agreement, its use of the Indices as contemplated under this Agreement or the conduct of its business and to provide its Products, products and services. Licensee shall provide proof of such licenses, registrations, permits, certifications, rights, consents and approvals promptly upon RI’s request.

 

2.

Index Disclosure Requirements.

(a) Regulatory and Promotional Materials. Licensee is responsible for meeting any legal requirements concerning the accuracy and completeness of a registration statement, prospectus or organizational or offering documents. Licensee’s regulatory, organizational and offering documents shall under no circumstances give the impression that the Products are issued or endorsed by RI or any of its Affiliates, licensors or contractors. Unless otherwise agreed with RI, there shall be incorporated in such materials the following text or substantially similar text:

The [NAME OF LICENSED FUND OR LICENSED PRODUCT] is not sponsored, offered, or sold in any manner by RAFI Indices, LLC or any of its affiliates, licensors or contractors (the “RAFI Parties”) nor do any of the RAFI Parties offer any express or implicit guarantee, warranty or assurance either with regard to the results of using the [NAME OF RAFI INDEX] (the “Index”) or the Index Price at any time or in any other respect. The Index is calculated and published by the RAFI Parties. The RAFI Parties use commercially reasonable efforts to ensure that the Index is calculated correctly. None of the RAFI Parties shall be liable for any error, omission, inaccuracy, incompleteness, delay, or interruption in the Index or any data related thereto or have any obligation to point out errors in the Index to any person. Neither publication of the Index by the RAFI Parties nor the licensing of the Index or Index trademark for the purpose of use in connection with the [NAME OF LICENSED FUND OR LICENSED PRODUCT] constitutes a recommendation by any of the RAFI Parties to invest in nor does it in any way represent an assurance, endorsement or opinion of any of the RAFI Parties with regard to any investment in [NAME OF LICENSED FUND OR LICENSED PRODUCT]. The trade names Fundamental Index and RAFI are registered trademarks of Research Affiliates, LLC in the US and other countries.

(b) Marketing Materials. In all marketing material published by the Licensee which specifically refers to the Index or any product based on such Index, other than Regulatory Materials described above, unless otherwise agreed with RI in relation to a particular document, the Licensee shall include the following text or substantially similar text:

RAFI® is a trademark owned by Research Affiliates, LLC and is used by RAFI Indices, LLC (“RAFI”) under license. The RAFI® Index Series is calculated by RAFI. RAFI does not sponsor, offer, or sell this product and is not in any way connected to it and does not accept any liability in relation to its issue, operation and trading. Any intellectual property rights in the index values and constituent list are the intellectual property of RAFI. Fundamental Index® and RAFI® [list all other RA trademarks used in the document] trade names are the exclusive property of Research Affiliates, LLC.

(c) Reports, Factsheets and Marketing Materials. In any reports, including analytical reports, factsheets or any marketing materials containing RI information or data the following text or substantially similar text shall accompany such data:

Source: RAFI Indices, LLC (“RAFI”) © RAFI [year]. Fundamental Index® and RAFI® are registered trademarks of Research Affiliates, LLC. The RAFI® Index Series is calculated by RAFI and all intellectual property rights in the Index are the property of RAFI. Neither RAFI nor or any of its affiliates, licensors or contractors shall be liable for any error, omission, inaccuracy, incompleteness, delay, or interruption in the Index or any data related thereto or have any obligation to point out errors in the Index to any person. The information contained herein and all associated intellectual property is confidential and for the use of the recipient only. Such information shall not be knowingly or negligently misappropriated by the recipient.

No further distribution of RAFI data is permitted without RAFI’s express written consent.

 

2


3.

Proprietary Rights.

(a) Ownership. Licensee acknowledges that the Indices are selected, arranged and prepared by RI through the application of methods and standards of judgment and used and developed through the expenditure of considerable work, money and resources by RI. As between the Parties, RI is the owner of the Indices and Marks, and the Indices and their compilation and composition and changes thereto are in the control and at the discretion of RI. Licensee shall do nothing inconsistent with such ownership, and all use of the Marks by Licensee and all goodwill associated therewith shall inure to the benefit of and be on behalf of RI or its licensor(s). Licensee shall not attack the title of RI or its licensor(s), Research Affiliates, LLC to the Indices or the Marks or the validity of this Agreement or the license granted under this Agreement.

(b) Trademark Usage. Licensee shall use best efforts to protect the goodwill and reputation of RI, its Affiliates, the Indices and the Marks in connection with Licensee’s use of the Indices and the Marks under this Agreement. Licensee shall only use the Marks in the form and manner and with appropriate legends prescribed by RI from time to time. Licensee shall not use any other trademark or service mark in combination with any Mark. Upon RI’s request, Licensee shall submit to RI for approval all templates of text regarding RI or the Indices to be used in advertisements, brochures and promotional and informational material (other than price quotations for a Fund) that relate to or refer to RI or any of the Indices. RI’s approval will not be unreasonably withheld. Licensee shall not use the Marks, RI’s name, or any other trade name, trademark or service mark of RI or any of its Affiliates in a manner that indicates or is likely to indicate that RI or any of its Affiliates is the source of or sponsors or otherwise approves or endorses Licensee, its Products or any other products or services. Licensee shall not use the Marks in any manner which might cause confusion as to RI’s responsibility for preparing and distributing the Indices or as to the identity of Licensee and its relationship to the Products. Licensee hereby grants to RI the rights to use Licensee’s name, tradenames, trademarks, and service marks in promotional materials, including its website only to refer to licensee nominally and not as a trademark.

(c) Quality Control. Licensee agrees that the nature and quality of all the Products will conform to the quality of the funds and other financial products as currently provided by Licensee and any other quality standards set by RI from time to time in its discretion. Licensee shall provide reasonable assistance to Licensor in facilitating RI’s control of such nature and quality, including permitting reasonable inspection of specimens of use of the Marks upon request.

(d) Infringements. If Licensee becomes aware of any unauthorized use of the Indices or Marks by any third party it will promptly notify RI in writing. RI will have the sole right and discretion to bring infringement or unfair competition proceedings involving the Indices or Marks.

4. Warranty; DISCLAIMER. Each Party represents and warrants that it has the authority to enter into this Agreement according to its terms. THE INDICES, THE MARKS AND ALL INFORMATION, DATA, MATERIALS, PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND RI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OR ARISING FROM COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, RI DOES NOT REPRESENT, WARRANT, COVENANT OR GUARANTEE THAT THE INDICES, ANY DATA INCLUDED THEREIN OR ANY INFORMATION, DATA, MATERIALS, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT OR THE USE THEREOF WILL BE TIMELY, ACCURATE, COMPLETE,

 

3


UNINTERRUPTED OR ERROR-FREE. NEITHER RI NOR ITS AFFILIATES OR LICENSORS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, ITS CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE.

 

5.

Limitation of Liability; Indemnity.

(a) Limitation of Liability. RI’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE TO RI FOR THE INDEX GIVING RISE TO SUCH LIABILITY DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL RI OR ANY OF ITS AFFILIATES, LICENSORS OR CONTRACTORS BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF RI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nothing in this Agreement excludes or limits RI’s liability to the extent that any applicable law precludes or prohibits any exclusion or limitation of liability.

(b) Force Majeure. RI shall not be liable for losses incurred due to (i) acts of God, unrest, war, terrorism, natural occurrences or other events outside of RI’s reasonable control (including without limitation fire, flood, earthquake, acts of war, acts of terror, strikes, lock-outs, labor shortages, disruption to transport, orders issued by domestic and foreign authorities not caused by culpable conduct and changes in applicable law); (ii) disruptions to technical installations such as any IT system which have not been caused by RI’s gross negligence or willful misconduct or (iii) computer viruses or attacks on IT systems by hackers.

(c) Disclaimer of Liability. RI shall have no liability for losses of any type whatsoever suffered by Licensee or any third party in connection with the issue, marketing, quoting, trade or advertising of the Products or any financial instruments issued by Licensee or any other products, services or advice provided by or through Licensee (collectively, “Licensee Products”).

(d) Indemnity.

 

  (i)

Licensee shall defend, indemnify and hold harmless RI, its Affiliates and its and their officers, directors, employees, licensors, contractors and agents (collectively, the “RAFI Indemnitees”) from and against any and all third party claims, demands, suits, investigations and proceedings asserted against any of the RAFI Indemnitees and all liabilities, losses, penalties, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) use of any Index by the Licensee or (ii) any act or omission of Licensee which constitutes a breach of this Agreement or is related to any Licensee Products or the marketing, sale, distribution or dissemination of the foregoing.

 

  (ii)

RI shall defend, indemnify and hold harmless Licensee, its Affiliates and its and their officers, directors, employees, licensors, contractors and agents (collectively, the “Licensee Indemnitees”) from and against any and all third party claims, demands, suits, investigations and proceedings asserted against any of the Licensee Indemnitees and all liabilities, losses, penalties, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) ownership of the Indices or use thereof as authorized under this Agreement constituting an infringement, violation, contravention or breach of any patent, copyright or trademark or constituting the misappropriation of a trade secret of any third party (each, an “IP Claim”); provided that RI shall not be responsible for any such claim if and to the extent caused by any modification of any Index not made by RI or the combination of any Index with any other product or service or (ii) any act or omission

 

4


 

of RI which constitutes a breach of this Agreement. If RI determines in its reasonable discretion that an IP Claim may be asserted, RI may, in its discretion and at its expense, (A) modify or replace the allegedly infringing Index, (B) obtain for Licensee the right to continue use of such Index or (C) terminate the applicable Order Schedule with respect to such Index upon written notice to Licensee subject to Section 7(d) of this Agreement.

 

  (iii)

Licensee or RI, as the case may be, shall (i) promptly notify the indemnifying party of any such claim or action contemplated in Sections 5(d)(i) and 5(d)(ii) above (although failure to do so will only relieve the indemnifying party of its indemnity obligations hereunder to the extent the indemnifying party was prejudiced thereby); (ii) reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim or action; and (iii) the indemnifying party shall have full control over the defense and settlement of such claim or action, subject to Section 5(d)(iv) below. Without waiving the benefits of the immediately preceding sentence, the indemnified party shall have the right, at its own expense, to participate in the defense of any such claim or action.

 

  (iv)

The indemnifying party shall have control over all negotiations for the settlement or compromise of a claim or action which such party is required to defend and/or handle under this Section 5; provided that such settlement or compromise is solely monetary in nature. Without limiting the generality of the foregoing, the indemnifying party may not without the other party’s prior written consent, settle, compromise or consent to the entry of any judgment in any such commenced or threatened claim or action, unless such settlement, compromise or consent: (i) includes an unconditional release of the relevant indemnified party from all liability arising out of such commenced; and (ii) does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of, the relevant indemnified party or otherwise adversely affect the relevant indemnified party.

 

6.

Fees.

(a) Fees. Licensee shall pay RI the license fees set forth in the applicable Order Schedule in accordance with this Section 6 and the applicable Order Schedule, plus any applicable value added tax at the applicable statutory rate (the “Fees”). The Licensee will pay RI the Fees calculated quarterly in arrears. RI shall have the right to change the license fees under any Order Schedule at any time after the initial twelve (12) month term of the Order Schedule. Licensee shall be responsible for paying all taxes, including value added tax (VAT), income tax and other taxes.

(b) AUM Reporting. Licensee shall report all assets being managed to the Indices to RI by thirty (30) days following the end of any calendar quarter (the “AUM Report”). RI shall rely on the AUM Report in the calculation and presentment of its invoices.

(c) Invoice. Unless otherwise set forth in the applicable Order Schedule, RI shall issue an invoice in arrears for fixed and variable fees within thirty (30) days of receiving each AUM Report.

(d) Payment. All invoices shall be due net fifteen (15) days of the date of the invoice. If Licensee has not rendered payment within fifteen (15) days of the date of the invoice, then in addition to all other remedies available to RI, Licensee shall pay RI interest of one percent (1%) per month, or the highest amount allowed under applicable law.

(e) Taxes. Each Party shall comply with applicable tax authority guidelines regarding filing and reporting for tax purposes. Licensee shall be responsible for all governmental and regulatory value added taxes, sales and other taxes, charges, duties and fees that are due and owing in connection with the receipt of services under this Agreement. Provided, however, that Licensee shall not be responsible for income or other taxes related to the revenues of RI, as applicable, derived from this Agreement.

 

5


(f) Records; Audit. Licensee shall keep accurate, detailed records with respect to the Products and its payments under this Agreement. Upon RI’s request, Licensee shall provide RI with access to Licensee’s books and records with respect to the Products and Licensee’s compliance with this Agreement and amounts owed under this Agreement. Licensee shall promptly pay any fees owed and if an audit reveals an underpayment of five percent (5%) or more during any of the prior four calendar quarters, then the Licensee shall pay for RI’s reasonable costs of the audit. This subsection shall survive for three (3) years after the term.

 

7.

Term; Termination.

(a) Term. The term of this Agreement shall commence on the Effective Date and continue unless and until terminated in accordance with this Section 7. The term of each Order Schedule shall be as set forth in the applicable Order Schedule.

(b) Termination Without Cause.

(i) At any time after the second anniversary of the Effective Date of this Agreement or an Order Schedule, either Party may terminate this Agreement and all applicable Order Schedules, or the Order Schedule, as applicable, without cause upon one hundred eighty (180) days’ prior written notice.

(ii) Either Party may terminate an Order Schedule in whole or in part with respect to one or more Indices without cause at any time upon one hundred eighty (180) days’ written notice prior to the end of a calendar quarter. In the event of partial termination of this type, the fees due shall be reduced on a pro rata basis.

(iii) RI shall have the right, in its discretion, to cease compilation and publication of any of the Indices and, in the event that any of the Indices is discontinued, to terminate this Agreement with respect to such Index. RI will use commercially reasonable efforts to give Licensee prior written notice of any such discontinuance, as practicable.

(c) Termination For Cause.

(i) RI shall have the right terminate this Agreement immediately upon written notice upon (A) any change in any applicable law, rule or regulation that renders performance of this agreement difficult or materially adversely affects RI or any of the Indices, as determined by RI; (B) any assignment of this Agreement by Licensee in violation of this Agreement; or (C) any direct or indirect change of control of Licensee.

(ii) Each Party may terminate this Agreement in whole or in part with respect to an affected Order Schedule for cause: if the other Party commits a material breach of this Agreement or an Order Schedule and, if such breach is capable of cure, fails to cure such breach within thirty (30) days after written notice specifying such breach.

(iii) RI may terminate this Agreement in whole or in part immediately upon written notice if RI believes in good faith that material damage or harm is occurring to the reputation or goodwill of RI, any of the Indices or any of the Marks by reason of any of the Products or the Licensee’s conduct, or performance under this Agreement.

(d) Effect of Termination. Upon expiration or termination of this Agreement or any Order Schedule for any reason , (i) all fees owed shall become immediately due and payable; (ii) all rights and license granted under this Agreement and all Order Schedules (or under this Agreement with respect to such Order Schedule) shall automatically terminate; and (iii) the Licensee shall immediately discontinue all use of the Indices and Marks and remove, delete or destroy all materials and other items bearing any of the Marks or referring to any of the Indices and, upon RI’s request, cause an officer of Licensee to certify in writing that Licensee has fully complied with this

 

6


requirement. The Parties’ rights and obligations under Sections 1(b) (No Sublicensing or Distribution), 3(a) (Ownership), 4 (Warranty; DISCLAIMER), 5 (Limitation of Liability; Indemnity), 6 (Fees), 7(d) (Effect of Termination), 10 (Confidentiality), 11 (Notices), 12 (Country-Specific Terms and Conditions) and 13 (General Provisions) and any other provisions which by their terms or nature survive shall survive expiration or termination of this Agreement or any Order Schedule for any reason.

8. Assignment. RI may assign or delegate this Agreement or any of its rights or obligations hereunder without Licensee’s consent provided that RI informs the Licensee if it does so. Licensee shall not assign or delegate this Agreement or any of its rights or obligations under this Agreement without RI’s prior written consent, whether by operation of law or otherwise. A merger or sale of all or substantially all of Licensee’s assets to which this Agreement relates shall constitute an assignment requiring such consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their heirs, successors and assigns.

9. Subcontracting. RI may subcontract any of its obligations or the performance of this Agreement to third parties. This includes in particular companies which take decisions jointly with RI on the composition and amendments to the composition of the Indices.

 

10.

Confidentiality.

 

(a)

Confidential Information” means all information disclosed by one Party to the other Party that is marked “confidential” or “proprietary” or that would appear to a reasonable person to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, the terms and conditions of this Agreement and each Order Schedule, including fees and pricing shall constitute Confidential Information. The recipient shall use the other Party’s Confidential Information solely for the purposes described in this Agreement and shall not disclose such Confidential Information to any third party, other than such Party’s Affiliates and its and their employees, contractors, and advisors with a need to know who are bound by a written or ethical confidentiality obligation at least as protective of the Confidential Information as this Agreement. Notwithstanding the foregoing, the recipient may disclose Confidential Information if and solely to the extent required by an order or other legal requirement of a court or other governmental body; provided that the recipient provides prompt prior written notice of any such requirement and cooperate with the other Party in seeking a protective order or other relief requested by the other Party, at the other Party’s expense.

 

(b)

The Parties’ confidentiality obligations shall apply for the term of this Agreement and five (5) years thereafter.

 

(c)

The foregoing confidentiality obligations shall not apply to such information which can be proved to have been:

 

  i)

known to the recipient prior to communication;

 

  ii)

publicly known at the time of communication;

 

  iii)

publicly known after its communication without the recipient being responsible for this;

 

  iv)

made available to the recipient by a third party by lawful means after communication and without restriction with respect to confidentiality or use; or

 

  v)

developed by the recipient independently prior to communication.

 

7


11. Notices. Unless otherwise agreed in writing all communications or other notifications under this Agreement shall be in writing, delivered personally or by certified or registered mail, or overnight delivery by an established national or international delivery service, as applicable, addressed as follows or by email at the email addresses set forth below (provided that email shall not be sufficient for notices of breach, termination or an indemnifiable claim). All notices shall be deemed effective upon personal delivery or when received if sent by certified or registered mail or by overnight delivery or on the business day following receipt by email. Either Party may update its notice address by providing written notice to the other Party in accordance with this Section.

 

RI:

RAFI Indices, LLC

620 Newport Center Drive, Suite 900

Newport Beach, California 92660 USA

Attn.

Mr. Jonathan Treussard

Partner, Product Management

Telephone: 1.949.325.8781

E-Mail: treussard@rallc.com

With a copy to:

Mr. Asher Ailey

Chief Legal Officer, Chief Compliance Officer

Telephone: 1.949.325.8700

E-Mail: legal@rallc.com

 

Licensee:

HC Capital Trust

Five Tower Bridge

300 Barr Harbor Drive, 5th Floor

West Conshohocken, PA 19428

Attn.

Mark Hausmann, CFA, CAIA

Telephone: 1.610.943.4217

E-mail: mhausmann@hirtlecallaghan.com

12. Country-Specific Terms and Conditions. If the country specified in Licensee’s address in the preamble to this Agreement or any Order Schedule is one of the countries specified in Appendix 1 attached hereto, then the terms and conditions set forth in Appendix 1 for such specified country shall supplement, replace or modify the referenced terms in this Agreement or such Order Schedule, as applicable, as set forth in Appendix 1.

 

13.

General Provisions.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to conflicts of laws provisions. Courts located in the State of California, United State of America shall have exclusive jurisdiction over any dispute relating to this Agreement, and the Parties hereby irrevocably consent to the exclusive jurisdiction of, and laying of venue in, such courts; provided that any judgment of such courts may be enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded and shall not apply.

(b) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

 

8


(c) Great loss and immediate and irreparable injury would be suffered by a Party if the other Party should breach or violate any of its confidentiality obligations and by RI if Licensee breaches any other provision of this Agreement. The Parties agree that such covenants and agreements are reasonably necessary to protect and preserve their interests, and, that in addition to all other remedies provided at law or in equity, each Party shall be entitled to seek a temporary restraining order and a permanent injunction and other equitable relief to prevent a breach or threatened breach thereof, without posting a bond or other security.

(d) If Licensee receives CUSIPs as part of this Agreement, Addendum 2 applies. These terms are mandated by Standard & Poor’s and may not be altered by Licensee.

(e) If Licensee receives SEDOL codes as part of this Agreement, Addendum 3 applies. These terms are mandated by London Stock Exchange and may not be altered by Licensee.

(f) If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby and shall be enforced to the maximum extent permitted by applicable law.

(g) No waiver of any breach of or default under, any provision of this Agreement or of any rights or obligations of any Party hereunder will be effective unless in writing and signed by the Party waiving compliance or deemed a waiver of any other provision or of any subsequent breach or default of the same provision hereof.

(h) This Agreement shall be read and construed, in respect of each Index, in conjunction with the relevant Order Schedule. In the case of any conflict between an Order Schedule and this agreement, the terms of the Order Schedule will take precedence.

(i) English is the governing language of this Agreement and all communications and proceedings relating to this Agreement shall be conducted in English.

(j) Except with respect to RI’s Affiliates, licensors and contractors as expressly set forth in this Agreement, there are no third party beneficiaries under this Agreement.

(k) This Agreement, the Order Schedules, and all Addenda, exhibits, schedules and appendices hereto and thereto constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede any prior or contemporaneous agreements, written or oral, regarding the subject matter hereof. Any amendment to this Agreement (including any Order Schedule) must be in writing and executed by both Parties to be valid.

Appendix 1: Country-Specific Terms and Conditions

Addendum 1: Order Schedule

Addendum 2: CUSIP

Addendum 3: SEDOL

[Signature Page Follows]

 

9


IN WITNESS WHEREOF, authorized persons representing each Party have executed this Agreement as of the Effective Date.

 

RI:       LICENSEE
RAFI INDICES, LLC       HC CAPITAL TRUST

By:

  

/s/ Asher Ailey

  

            

  

By:

  

/s/ Mark Hausmann

Name:

  

Asher Ailey

     

Name:

  

Mark Hausmann

Title:

  

Chief Legal Officer

     

Title:

  

Assistant Treasurer

Date:

  

February 26. 2019

     

Date:

  

2/26/2019

 

10


Appendix 1

Country-Specific Terms and Conditions

If an Affiliate of Licensee uses the Indices as the basis or as a component of the Products in a country other than the United States of America (the “Non-USA Country”), and the Affiliate is also located in the Non-USA Country then the terms and conditions set forth below for the Non-USA Country shall supplement, replace or modify the referenced terms in the Agreement or such Order Schedule, to the extent applicable.

PEOPLE’S REPUBLIC OF CHINA

Section 1(d) Section 1 is amended by replacing subsection 1(d) in its entirety with the following and adding the following new subsections 1(d) and 1(e):

(d) Licensee represents, warrants and covenants that Licensee shall comply with all applicable laws, rules and regulations and that Licensee has and shall maintain at all times during the term of this Agreement all governmental, regulatory and other third party licenses, registrations (including fund registrations and registration or recordation of this Agreement), permits, certifications, rights, consents and approvals required for it to perform under this Agreement, use of the Indices as contemplated under this Agreement or conduct its business and provide its products and services, including without limitation a Fund Management Qualification Certificate and a Qualified Domestic Institutional Investor approval from the China Securities Regulatory Commission (CSRC) and that it will duly register any financial products (funds) linked to the indices with the CSRC before it commences in any regulated activities. Licensee shall provide proof of such licenses, registrations, permits, certifications, rights, consents and approvals promptly upon RAFI Indices, LLC’s request. RAFI Indices, LLC shall have the right terminate this Agreement immediately due to any failure by Licensee to comply with this clause.

(e) Licensee shall obtain prior to the Effective Date and maintain at all times during the term of this Agreement all necessary approvals, including from the PRC State or local Administration of Foreign Exchange (SAFE), in order to ensure timely conversion of RMB and payment to RAFI Indices, LLC in U.S. currency for offshore payments to RAFI Indices, LLC.

REPUBLIC OF IRELAND

Section 2 Section 2 is amended by inserting the following additional required disclaimer language at the end of subsection 2(a):

Inclusion of a security within an index is not a recommendation by RAFI Indices, LLC or its affiliates to buy, sell, or hold such security, nor is it considered to be investment advice. All information provided by RAFI Indices, LLC or its affiliates is general and does not take into account the investment objectives, financial situation and the particular needs of any particular person. Any returns or performance provided are for illustrative purposes only and do not demonstrate actual performance. There is no assurance concerning the investment returns provided by any investment products based on the index. Neither RAFI Indices, LLC nor its affiliates make any representation regarding the advisability of investing in any investment product linked to an index.

UNITED KINGDOM

Section 2 Section 2 is amended by adding the following new subsection 2(e):

(e) Licensee shall include the following disclaimer in all regulatory and promotional materials that are used in connection the United Kingdom.

 

11


The content contained in indices offered by RAFI Indices, LLC (“Indices”) is presented for information purposes only and does not contain or constitute financial or investment advice in any form. The inclusion of a security or other financial instrument in any of the Indices should not be taken as a recommendation to buy, sell or hold such security or financial instrument and, in this regard, RAFI Indices, LLC expressly disclaims all liability and responsibility arising from any trading decisions taken as a result of information contained within any of its Indices or as a result of any security or financial instrument being included within (or omitted from) the Indices.

When making any investment decision based on the information provided for in the Indices or in relation to any financial instrument which is linked to any of the Indices, a recipient should apply his own discretion and judgement and/or obtain advice from a suitably qualified and experienced investment professional.

Furthermore RAFI Indices, LLC makes no representation as to the accuracy or completeness of the information contained within the Indices or of any financial instrument that is linked to any of the Indices.

When making verbal statements, Licensee shall use best efforts to, and shall cause its employees and contractors to, recite the foregoing disclaimer verbatim. Solely if and to the extent that is not commercially reasonable, Licensee shall when marketing, promoting or discussing any content of any of the Indices or any investment products or services linked to or rendered in connection with any Indices, Licensee shall and shall cause its employees and contractors to verbally disclose the following:

Please note that the indices offered by RAFI Indices, LLC are information based tools only and that the licensing or publication of such Indices are not to be construed as investment recommendations or advice and we do not recommend or endorse any investment products that are linked to any of the Indices.

 

12


Addendum 1 Order Schedule

ORDER SCHEDULE

dated as of February 26, 2019

Relating to the Index License Agreement dated as of February 26, 2019

entered into between RAFI Indices, LLC and COMPANY (“Index License Agreement”).

The terms and conditions of the Index License Agreement are hereby incorporated herein by reference. Therefore, this Order Schedule shall be read and construed in accordance with, the Index License Agreement. Capitalized terms used but not otherwise defined in the present Order Schedule shall have the meanings ascribed to such terms in the Index License Agreement. In the event of a conflict between the terms and conditions set forth in the Index License Agreement and in the present Order Schedule, the terms and conditions set forth in the present Order Schedule shall prevail.

1. List of Indices covered by this Order Schedule

 

Name of Index

RAFI Low Volatility Factor US Index

2. Licensed Marks

 

Trade Marks

  

Trade Mark owner

  

Trade Mark registered in

RAFI

  

Research Affiliates, LLC

  

USA

3. Fees

 

Name of Index

  

Variable Fees

Per Annum on Average Daily Net Assets

Paid Quarterly

RAFI Single Factor Indices

  

4.50 bps on first $5B

4.00 bps on next $5B

3.50 bps on AUM above $10B

4. Products

 

HC Capital Trust - The Value Equity Portfolio

HC Capital Trust - The Institutional Value Equity Portfolio

HC Capital Trust - The Growth Equity Portfolio

HC Capital Trust - The Institutional Growth Equity Portfolio

HC Capital Trust - The Small Capitalization-Mid Capitalization Equity Portfolio

HC Capital Trust - The Institutional Small Capitalization-Mid Capitalization Equity Portfolio

HC Capital Trust - The Real Estate Securities Portfolio

HC Capital Trust - The Commodity Returns Strategy Portfolio

HC Capital Trust - The International Equity Portfolio

HC Capital Trust - The Institutional International Equity Portfolio

HC Capital Trust - The Emerging Markets Portfolio

HC Capital Trust - The ESG Growth Portfolio

HC Capital Trust - The Catholic SRI Growth Portfolio

 

13


5. Geographic Scope

For use in the United States of America.

[Signature Page Follows]

 

14


IN WITNESS WHEREOF, authorized persons representing each Party have executed this Order Schedule as of the date listed above.

 

RAFI:       LICENSEE
RAFI INDICES, LLC       HC CAPITAL TRUST

By:

  

/s/ Asher Ailey

  

            

  

By:

  

/s/ Mark Hausmann

Name:

  

Asher Ailey

     

Name:

  

Mark Hausmann

Title:

  

Chief Legal Officer

     

Title:

  

Assistant Treasurer

Date:

  

February 26. 2019

     

Date:

  

2/26/2019

 

 

15


Addendum 2 CUSIP

Licensee agrees that for the duration of this Agreement and any license granted hereunder, it shall comply with the following terms:

a) Licensee agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, Standard & Poor’s CUSIP Service Bureau (“CSB”) and the American Bankers Association (“ABA”), and that no proprietary rights are being transferred to Licensee in such materials or in any of the information contained therein. Any use by Licensee outside of the clearing and settlement of transactions requires a license from the CSB, along with an associated fee based on usage. Licensee agrees that misappropriation or misuse of such materials will cause serious damage to CSB and ABA and that in such event money damages may not constitute sufficient compensation to CSB and ABA; consequently, Licensee agrees that in the event of any misappropriation or misuse, CSB and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CSB and ABA may be entitled;

b) Licensee agrees that Licensee shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Licensee further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CSB; and

c) NEITHER CSB, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO LICENSEE ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CSB, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CSB, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE FEE PAID BY LICENSEE FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CSB AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

Licensee agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

ISIN Data. Licensee agrees that for the duration of this agreement and any license granted hereunder, it shall comply with the following terms to the extent applicable: Licensee shall have an appropriate license as necessary to obtain the applicable ISIN data. “ISIN” means International Securities Identifying Number.

 

16


Addendum 3 SEDOL

Licensee agrees that for the duration of this Agreement and any license granted hereunder, it shall comply with the following terms:

To the extent applicable, Licensee may not reproduce and/or extract or re-distribute SEDOLs other than with the London Stock Exchange´s prior written consent. Solactive will advise London Stock Exchange if it becomes aware of any breach of that prohibition by Licensee.

To the extent applicable, Licensee is responsible for obtaining the relevant licenses for reproduction and/or extraction or redistribution of the SEDOL codes contained within the files provided by RI to Licensee.

 

17

LOGO


LOGO

 

Code of Ethics at a Glance

     1  

Fiduciary Duty to Clients and Related Principles

     2  

Scope of Coverage

     3  

Disclosure and Certification Requirements

     3  

Initial Disclosure of Accounts and Holdings

     3  

Duplicate Confirmations and Statements

     5  

Quarterly Transaction Disclosures

     5  

Exemptions for Certain Security and Transaction Types

     5  

Annual Disclosure of Accounts and Holdings

     6  

Exemptions for Certain Securities and Securities Held in Certain Accounts

     6  

Other Required Disclosures and Certifications

     6  

Disclosure of Employment—Household

     6  

Regulatory Conduct Disclosure

     6  

Certification of Receipt of Code and Compliance

     6  

Certificated Securities

     7  

Conducting Personal Securities Transactions

     7  

Personal Securities Transactions Must Be Executed Only Through Disclosed Brokerage Accounts

     7  

Personal Securities Transactions Must Be Precleared

     7  

Exemptions for Certain Security Types

     8  

Exemptions for Certain Transaction Types

     8  

Blackout Period for Investment Persons

     9  

Special Provisions Applicable to Transactions in APAM Securities

     9  

APAM Blackout Periods

     9  

Transactions in APAM Securities Must Be Reported to Compliance within 24 Hours

     10  

Short Sales of APAM Securities Prohibited

     10  

Hedging of APAM Securities Prohibited

     10  

Restrictions on Holding APAM Securities in Margin Accounts

     10  

Risks of Holding APAM Securities in Discretionary Accounts

     10  

Restrictions on Pledging of APAM Securities

     11  

Transfer of APAM Securities between Brokerage Accounts

     11  

Additional Restrictions and Obligations Applicable to APAM’s Executive Officers

     11  

Preclearance and Blackout Period Exemption for Approved 10b5-1 Plan

     11  

Prohibited and Restricted Activities

     12  

Insider Trading Prohibited

     12  

Restrictions on Communication of Non-public Information

     13  

 

ii


LOGO

 

Transactions in Securities on Applicable Restricted List(s) Prohibited

     14  

Restrictions on Certain Transactions with Clients

     14  

Approval Required for Participation in Initial Public Offerings

     14  

Approval Required for Participation in Private Placements

     15  

Limitations on Investments in Publicly Traded Companies

     15  

Front Running Prohibited

     15  

Spread Betting Prohibited

     16  

Excessive Short-Term Securities Trading Discouraged

     16  

High-Risk Trading Activities

     16  

Personal Securities Transactions with Certain Brokers or Dealers Prohibited

     16  

Other Code Requirements

     16  

Service as a Board Director, Board Member, Manager, Managing Member or Trustee

     16  

Outside Financial Interests and Outside Business Activities

     17  

Requirement to Preserve Confidentiality

     17  

Enforcement of the Code and Consequences for Failure to Comply

     18  

Individual Exemptions

     18  

 

iii


Code of Ethics and Insider Trading Policy

 

 

Code of Ethics at a Glance

The Artisan Partners Code of Ethics and Insider Trading Policy (the “Code”) applies to you as a Covered Person1 of Artisan Partners. The Code governs your personal securities transactions, as well as those of your Immediate Family Members, as described in greater detail below. The Code has been designed to ensure compliance with the applicable federal securities laws and to protect the interests of our Clients. Abiding by the letter and the spirit of its terms is essential to your continued and future success at Artisan Partners. Some of the key provisions of the Code are highlighted below.

CODE OF ETHICS AT A GLANCE

What is required of me under the Code? Among other things, you must:

 

   

Behave consistently with Artisan Partners’ fiduciary obligations by putting Client interests first. (See p. 2)

 

   

Comply with applicable law, including the federal securities laws. (See p. 2)

 

   

Periodically acknowledge that you understand and have complied with the Code. (See p. 6)

 

   

Preclear and disclose your personal securities transactions, as well as those of your Immediate Family Members.

 

   

Disclose all covered accounts and all holdings in covered securities. Accounts must be disclosed upon hire, as they are opened, and as part of the annual disclosure report. (See pp. 3-6)

 

   

Preclear and disclose any transactions in covered securities. (See p. 7)

 

   

Obtain Compliance approval before:

 

   

Investing in private securities or IPOs (See pp. 14-15) or

 

   

Acquiring more than 5% of a public company. (See p. 15)

 

   

Report all transactions in APAM securities to Compliance within 24 hours. (See p. 10)

 

   

Preclear and report certain outside activities.

 

   

Obtain Compliance approval before serving on the board of a business organization. (See p. 16)

 

   

Report certain other outside business activities or financial interests. (See p. 17)

 

   

Preclear and report any potential Code violations to Compliance. (See p. 2.)

What am I prohibited from doing under the Code? Among other things, you may not engage in the following:

 

   

Insider Trading. (See pp. 12-13)

 

   

Communication of non-public information in violation of a duty of confidentiality. (See p. 13)

 

   

Front-running Client trades, or otherwise taking inappropriate advantage of Client information. (See p. 15)

 

   

Personal securities transactions conducted through undisclosed brokerage or other accounts. (See p. 7)

 

   

Transactions in restricted securities, including APAM stock, during a blackout period. (See pp. 9-10)

 

   

Certain other APAM transactions, including: short sales, hedging and pledging on margin. (See p. 10)

 

   

Transactions with Clients, except with respect to securities issued by the Client or products or services available to the general public or as approved by Compliance. (See p. 14)

 

   

Spread-betting transactions based on securities subject to preclearance or prohibited under the Code. (See p. 16)

Useful Hyper-Links

 

   

FIS PTA

 

   

APAM Blackout Period Calendar

 

   

Artisan Partners Policy Portal

 

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Code of Ethics and Insider Trading Policy

 

 

Fiduciary Duty to Clients and Related Principles

Artisan Partners owes a fiduciary duty to Artisan Partners’ clients (“Clients”). This duty requires Artisan Partners and each Covered Person to seek to avoid or mitigate any conflict, or the appearance of a conflict, between the interests of a Client and the interests of Artisan Partners or a Covered Person.

Covered Persons must at all times adhere to the following standards of conduct:

 

   

Clients Come First. The interests of Clients must always come first, as Clients deserve Artisan Partners’ undivided loyalty and unbiased effort. All Covered Persons must recognize and respect the interests of Clients, particularly with regard to their personal investment activities and any potential conflict with Client interests that may arise in connection with such activities. Covered Persons must not conduct a personal securities transaction in a manner that interferes with Client transactions. Covered Persons must not take inappropriate advantage of their positions and access to information that comes with such positions. Covered Persons should not seek to influence Client investments based on personal interests.

 

   

Compliance with Applicable Law. Covered Persons must comply with all applicable laws and regulations, including the Federal Securities Laws2 and the applicable laws of any country in which Artisan Partners operates.

 

   

Observe the Spirit of the Code. Artisan Partners expects that Covered Persons will comply with not only the letter but also the spirit of the Code, and strive to avoid even the appearance of impropriety. Covered Persons should promptly notify Compliance if there is any reason to believe that a violation of the Code has occurred or is about to occur.

Other Relevant Policies

Although not formally part of this Code, Artisan Partners and its affiliates maintain a number of policies and procedures governing associate conduct. These include, among others:

 

   

Artisan Partners Policy on Gifts & Business Entertainment

 

   

Artisan Partners Pay to Play Policy

 

   

The APAM Code of Business Conduct

 

   

The APAM and Artisan Partners Funds Whistleblower Policies

 

   

The Artisan Partners Information Barrier Policy

These policies and procedures may be accessed through the:

Artisan Partners Policy Portal

 

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Code of Ethics and Insider Trading Policy

 

 

Scope of Coverage

Except as specifically noted, each Covered Person is subject to the requirements of the Code. Requirements in this Code also apply to all of a Covered Person’s Immediate Family Members3 and to any account Beneficially Owned or Controlled by a Covered Person or a Covered Person’s Immediate Family Member.

In general, you Beneficially Own4 or have a Beneficial Interest in a security in which you have the opportunity to share in any profit derived from a transaction in the security, or in which you have an indirect interest, including beneficial ownership by an Immediate Family Member or another dependent living in your household. The concept of Beneficial Ownership also applies to securities held by a partnership of which you are a general partner, or by a Limited Liability Company or other vehicle which you control. (See the endnotes at the back of the Code for a more complete definition of Beneficial Ownership.)

You generally have Control5 or Investment Control over a security or an account if you have, directly or indirectly, the ability to engage in or direct a transaction in the security or account. You may be deemed to have investment control over a security even if you do not have a beneficial interest in the security (e.g., you act as an executor of an estate). For purposes of the Code, you do not Control accounts managed in connection with your employment as an investment professional. (See the endnotes at the back of the Code for a more complete definition of Investment Control.)

 

Certain employees or persons working on the premises of Artisan Partners may be specifically identified as Exempt Persons6 based on the nature of that person’s role or access to information (e.g., temporary consultants without access to portfolio information). These Exempt Persons are exempt from many key requirements of the Code. 7

Unless otherwise indicated, the Compliance team is responsible for the administration of the Code, under the direction and supervision of the Chief Compliance Officer.8 Any questions regarding the interpretation or application of the Code’s requirements should be directed to the Compliance team, or to the Code of Ethics hotline at x1970.

How do I know if I am an Exempt Person?

An Exempt Person will be specifically notified as to their status as an Exempt Person by Compliance. Unless you receive such a notice, you are a non-exempt Covered Person.

Compliance may, at any time and in its sole discretion, determine that a person’s status as an Exempt Person has changed and may, by notice to that person, revoke that status.

 

 

Disclosure and Certification Requirements

As a Covered Person, you are subject to a variety of disclosure and certification requirements. These include, among others: disclosing accounts and securities holdings upon first joining the firm; instructing broker(s) and/or custodian(s) to provide Artisan with duplicate copies of confirmations and statements; providing quarterly transaction disclosures to Compliance; providing an annual disclosure of your accounts and holdings; and providing certain other disclosures and certifications as described below.

Initial Disclosure of Accounts and Holdings

Within 10 days of hire or of otherwise becoming a Covered Person, you must:

 

   

Disclose Your Reportable Accounts: identify to Artisan Partners each of your Reportable Accounts.9

 

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Code of Ethics and Insider Trading Policy

 

 

   

Disclose Your Holdings: disclose all your personal holdings of securities that are not Exempt Securities. Exempt Securities10 generally consist of the following:

 

   

Securities that are direct obligations of the U.S. government (e.g., U.S. treasury bills, treasury notes and treasury bonds).

 

   

Shares of U.S. mutual funds that are not Clients.

 

   

Interests in certain unit trusts, open-ended investment companies, and unit-linked life and pension interests held through the APUK pension plan to the extent these securities have been identified as exempt from reporting by the Compliance team.

 

   

Bank certificates of deposit, banker’s acceptances, repurchase agreements, and commercial paper.

 

How do I submit my initial disclosure forms and certifications?

Initial disclosure forms and certifications may be submitted electronically through FIS Personal Trading Assistant (PTA) as explained during initial Compliance training and via a follow-up email from Compliance. Artisan Associates may access PTA through the following link:

FIS PTA

These forms may also be completed in paper form. For questions or assistance, please call the Code of Ethics hotline at x1970.

 

 

Note that shares of the Artisan Funds and Artisan Global Funds (Artisan UCITS) and other UCITS funds that are Clients of Artisan Partners are not Exempt Securities. (See the endnotes at the back of the Code for a more complete definition of Exempt Securities.) Your disclosure should include any securities in which you or an Immediate Family Member has a Beneficial Interest and any securities that are subject to your Investment Control or your Immediate Family Member’s Investment Control.

 

Who has access to the information I provide pursuant to the Code?

Disclosures filed pursuant to the Code are secured in systems and files to which access is limited. However, your disclosures will be reviewed by appropriate Compliance and other personnel of Artisan Partners to verify compliance with the Code. Reports may also be shared with Artisan Partners’ Human Capital team, your manager, or other members of senior management and may be subject to disclosure as required by law, such as in response to litigation and governmental inquiries. Additional information may be required to clarify the nature of particular transactions.

   

Complete Certain Other Forms and Certifications: (i) an acknowledgement of receipt of this Code; (ii) an acknowledgement of receipt of the APAM Code of Business Conduct; and (iii) disclosure of your Immediate Family Members. You should inform us if an Immediate Family Member is employed by an investment adviser or broker-dealer, or is employed by a company that you know does business with Artisan or is seeking to do business with Artisan. See “Other Required Disclosures and Certifications – Disclosure of Employment – Household.” Subsequent changes in your list of Immediate Family Members, or in their reportable employment should be promptly disclosed to Compliance.

Your initial disclosure of accounts and holdings should be in the form requested by Compliance, and should be current as of a date not more than 45 days prior to the commencement of your employment.

 

 

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Code of Ethics and Insider Trading Policy

 

 

Do I need to complete a separate quarterly report if my broker provides duplicate statements?

In most cases, confirmations and statements are sufficient and separate quarterly reports are not required.

Compliance will review your statements and confirmations to confirm that the required information has been provided, and will notify a Covered Person if additional information is needed.

Duplicate Confirmations and Statements

For each Reportable Account, Covered Persons must instruct the broker or custodian to deliver to Artisan Partners: (i) duplicate confirmations of all transactions; and (ii) duplicate account statements.11 In the event the broker or custodian does not furnish duplicate confirmations and account statements, the Covered Person may be permitted, at the discretion of Compliance, to submit copies in the form requested by Compliance.

Quarterly Transaction Disclosures

Covered Persons must disclose all Personal Securities Transactions12 during a calendar quarter to Compliance no later than thirty days after the end of the quarter. The disclosure should contain all information required in the form requested by Compliance.

 

 

Exemptions for Certain Security and Transaction Types

Covered Persons need not provide quarterly disclosures regarding the following security and transaction types:

 

   

Transactions in Exempt Securities.

 

   

Securities transactions, other than transactions in securities issued by APAM, through an automatic investment plan (AIP) in which regular periodic purchases (or withdrawals) are made automatically in (or from) an investment account in accordance with a predetermined schedule and allocation. An automatic investment plan includes an issuer’s dividend reinvestment plan (DRP) and the automatic reinvestment of dividends or income occurring in an investment account. Note the following:

 

   

Transactions through an automatic investment plan are exempt from quarterly transaction reporting only – holdings of securities acquired through such plans must still be included in your initial and annual holdings reports to the extent otherwise reportable.

 

   

Establishment of such an AIP and sales of securities acquired through an AIP must still be precleared (unless occurring automatically in accordance with a predetermined schedule and that schedule has been precleared) and are subject to all applicable reporting requirements.

 

   

If you own securities indirectly through a substantial interest in an Artisan Operated Account13 (e.g., a firm operated model account or private fund) and records for that account are maintained in Artisan Partners’ trading or accounting systems, any quarterly reporting requirements arising from transactions in securities held through that account shall be satisfied by the records maintained in those trading and accounting systems.

What should I do when opening a new investment account?

You should notify Compliance when opening a new investment account, and a member of the Compliance team will help facilitate the receipt of duplicate statements and confirmations. If you are a registered representative of Artisan Partners Distributors LLC and the application form asks if you are associated with a broker-dealer or FINRA member firm, choose “yes”. You may need a special authorization letter from Artisan Partners as part of the account opening process. These letters may be obtained from Compliance.

 

 

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Code of Ethics and Insider Trading Policy

 

 

Annual Disclosure of Accounts and Holdings

On an annual basis, Covered Persons are required to disclose to Compliance: (i) each Reportable Account; and (ii) personal securities holdings that are not Exempt Securities. Such information should be in the form requested by Compliance and must be current as of a date no more than 45 days before the report is submitted.

Exemptions for Certain Securities and Securities Held in Certain Accounts

Covered Persons need not provide annual disclosures regarding the following types of securities:

 

   

Holdings of Exempt Securities.

 

   

If you own securities indirectly through a substantial interest in an Artisan Operated Account, and records for that account are maintained in Artisan Partners’ trading or accounting systems, any disclosure requirements arising from holding such securities indirectly through such account shall be satisfied by the records maintained in those trading and accounting systems. You must disclose your interest in the Artisan Operated Account itself.

Other Required Disclosures and Certifications

Disclosure of Employment—Household

Covered Persons who share the same household with an individual who is employed by an investment adviser or securities broker-dealer or who is employed by any company that he or she knows does business with Artisan Partners are required to disclose the identity of the individual and his or her employer to Compliance. This requirement also applies with respect to employment by firms that such Covered Person knows are actively soliciting business from Artisan (e.g., prospective vendors) and by firms that Artisan Partners is actively soliciting (e.g., prospective Clients). Disclosure is required, if applicable, upon the commencement of employment or association with Artisan. Disclosure of any changes is required promptly on an on-going basis. Artisan may also, from time to time, require disclosure of other employment information relating to those individuals sharing a Covered Person’s household.

Regulatory Conduct Disclosure

Prior to employment and annually thereafter, Covered Persons are required to complete a regulatory conduct disclosure questionnaire. Covered Persons have an ongoing obligation to promptly report to Compliance if anything occurs which would change any previously reported responses.

Certification of Receipt of Code and Compliance

A copy of the Code will be furnished to each Covered Person upon commencement of employment or association with Artisan Partners. A copy of any amendment to the Code will be furnished thereafter. Each time a Covered Person receives a copy of the Code, including any amendment, he or she is required to acknowledge receipt. Each Covered Person (and each Exempt Person, with respect to applicable Code provisions) is required to certify annually that he or she: (i) has read and understands the Code; (ii) recognizes that he or she is subject to the Code; and (iii) has disclosed or reported all Personal Securities Transactions required to be disclosed or reported under the Code. The Compliance team shall annually distribute a copy of the Code and request certification by all Covered Persons (including each Exempt Person employed at that time) and shall be responsible for ensuring that all Covered Persons comply with the certification requirement.

Each Covered Person who has not engaged in any Personal Securities Transaction during the preceding year for which a report was required to be filed pursuant to the Code shall provide a certification to that effect.

 

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Code of Ethics and Insider Trading Policy

 

 

Certificated Securities

The receipt of securities in the form of a physical stock certificate must be reported as described above. Any subsequent transaction in such securities must be conducted through a disclosed account for which Artisan Partners receives duplicate confirmations and account statements or in a manner that is otherwise disclosed to and approved by Compliance. No Covered Person shall request withdrawal of securities from a brokerage or other account in certificated form without the prior approval of Compliance.

Conducting Personal Securities Transactions

Personal Securities Transactions Must Be Executed Only Through Disclosed Brokerage Accounts

Personal Securities Transactions that are subject to the Code must be conducted through brokerage or other accounts that have been identified to Compliance.

 

Personal Securities Transactions Must Be Precleared

Except as provided below, all Personal Securities Transactions must be cleared in advance by Compliance. When in doubt as to whether a particular transaction requires preclearance, you should preclear the transaction or seek clarification from Compliance before placing a trade. In the case of transactions in APAM securities, Compliance will seek preclearance of the transaction from the Chief Legal Officer.14

No Personal Securities Transaction of a Covered Person in a security will be cleared if: (i) the security is on an applicable restricted list; (ii) there is a conflicting order pending in that security; or (iii) the proposed transaction is during a Blackout Period, as discussed below. A conflicting order is any order for the same or similar security (or an option on or warrant for that security) that is pending in an Artisan Partners’ trade order management system on behalf of a Client. Preclearance requests may also be denied at the sole discretion of the Compliance team even if none of the conditions described above apply.

How do I preclear a Personal Securities Transaction?

1) Access FIS Personal Trading Assistant (PTA): FIS PTA

2) Enter the details of the proposed transaction, and submit a request.

3) Do not enter into the transaction unless you receive approval from Compliance. Approvals are typically granted via PTA-generated e-mails.

4) If and when an approval is received, place your order. Be sure to check the details of your approval and make sure your order is for the same security and direction as the approval you received.

5) Only execute your trade during the approval window (the day of approval plus the following two business days unless otherwise notified by Compliance).

6) For transactions in APAM Securities, report your trade details to Compliance within 24 hours.

 

 

If a precleared transaction is not executed by the end of the second business day following the date on which preclearance is granted, the preclearance will expire and the request must be made again, unless otherwise notified by Compliance.

The “gifting” of securities by a Covered Person shall be considered a Personal Securities Transaction of the Covered Person and shall be subject to preclearance as described above. For non-APAM securities, approval for gifting will typically be given unless the security is on an applicable restricted list.

 

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Code of Ethics and Insider Trading Policy

 

 

Exemptions for Certain Security Types

You are not required to preclear transactions in any of the following securities:

 

   

Securities that are direct obligations of the U.S. government (e.g., U.S. treasury bills, treasury notes and treasury bonds).

 

   

U.S. mutual funds, UCITS funds, or certain other funds subject to supervision under the laws of an EEU state as specifically approved by Compliance (this exemption is not applicable to APUK Covered Persons with respect to transactions in funds managed by Artisan Partners, except to the extent those transactions are effected through the APUK pension plan).

 

   

Purchases or sales of units of any pooled investment vehicle sponsored by Artisan Partners or an affiliate whose subscription records are maintained by Artisan Partners.

 

   

Bank CDs, banker’s acceptances, repurchase agreements, and commercial paper.

 

   

Municipal securities (including Section 529 education savings plans).

 

   

Listed index options and futures.

 

   

ETFs, ETNs, and exchange-traded closed-end funds that are not classified as equities by Bloomberg.

 

Do I need to preclear or report transactions involving Bitcoin or other crypto currencies?

The status of crypto currencies and related products is still being analyzed by regulators and other interested parties. Certain types of transactions involving crypto currencies are likely to be reportable under the Code (e.g. purchasing interests in investment trusts that mine crypto currencies). Associates should generally preclear transactions involving crypto currencies in order to ensure that they are not inadvertently failing to report a securities transaction under the Code. Please contact the Compliance team with any questions.

 

 

Exemptions for Certain Transaction Types

You are not required to preclear transactions in any of the following types of transactions (even if the security itself is not exempt from preclearance):

 

   

Purchases and sales of securities that are non-volitional on the part of the Covered Person or Immediate Family Member, including:

 

   

purchases or sales upon the exercise of puts or calls written by such person where the purchase or sale is effected based on the terms of the option and without action by the Covered Person or his or her agent (note: the writing of the option must be precleared); and

 

   

acquisitions or dispositions of securities through stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

 

   

A transaction in a Discretionary Account15 if the Covered Person:

Do I need to preclear a transaction in a Discretionary Account if I acquire prior knowledge on a “one-off” basis?

Yes. The preclearance exemption for Discretionary Accounts is based upon the Covered Person not having actual knowledge of any transaction until after that transaction is executed. Therefore, notwithstanding the exemption, if a Covered Person becomes aware of any transaction in a discretionary account before it is executed, the person must seek preclearance of that transaction (if preclearance of the transaction would otherwise be required) before it is executed.

 
   

has previously identified the Discretionary Account to Compliance;

 

   

has affirmed that he or she will not know of proposed transactions in that account until after they are executed; and

 

   

does not, in fact, know of the proposed transaction until after the transaction has been executed.

 

   

Sales as a result of a tender offer made available generally to all shareholders of the issuer.

 

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Code of Ethics and Insider Trading Policy

 

 

 

   

Transactions in securities held for the benefit of a Covered Person in an employee benefit plan account maintained by the Covered Person’s prior employer in order to facilitate a transfer of the account to the Covered Person’s Artisan Partners’ 401(k) plan account or a rollover of the account to an IRA or other retirement account.

 

   

Purchases affected upon the exercise of rights issued by an issuer pro rata to all holders of a class of securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

 

   

Transactions in securities held through an Artisan Operated Account (e.g., a firm operated model account or private fund in which you own a substantial interest).

 

   

Under certain circumstances involving instances in which an Immediate Family Member receives or is offered an opportunity to acquire an equity interest in that person’s employer or an affiliate as the result of a bona fide employment relationship and not because of a Covered Person’s relationship with Artisan Partners or Clients. The following principles apply:

 

   

Transactions that are initiated by the employer of the Immediate Family Member (for example, provided as part of the Immediate Family Member’s compensation) are exempt from preclearance.

 

   

Transactions that are initiated by the Immediate Family Member must be precleared in advance.

 

   

Even if an Immediate Family Member’s acquisition of a security was exempt from preclearance, preclearance will be required for any sale of the security initiated by the Immediate Family Member.

Blackout Period for Investment Persons

For a preclearance request from an Investment Person,16 the Compliance team may contact a portfolio manager, or his or her designee, of the corresponding strategy for which the Investment Person works, (or may otherwise utilize information provided by such portfolio manager or designee), to determine if a transaction in the security subject to the proposed Personal Securities Transaction is actively under consideration for the strategy. 17

An Investment Person may not purchase or sell a security when the proposed transaction would conflict with trading activity under consideration for a Client whose account is managed according to an investment strategy for which such Investment Person provides research, trading or portfolio management services. The existence of such a “Blackout Period” will generally be determined in reference to information available through the firm’s order management systems, or in consultation with portfolio management as described above.

Special Provisions Applicable to Transactions in APAM Securities

APAM Blackout Periods

 

All Covered Persons will be subject to a Quarterly Blackout Period during which time no transactions in APAM securities may be effected. The Quarterly Blackout Period will begin on the first day of each fiscal quarter for all Covered Persons except APAM designees (as defined below). The Quarterly Blackout period will begin on the 15th day of the last month of the preceding fiscal quarter for APAM’s executive officers and certain other associates designated by the Chief Legal Officer (the “APAM Designees”). The Quarterly Blackout Period will continue until the opening of regular session trading on the New York Stock Exchange on the second trading day after the day on which APAM releases its earnings for that fiscal period. The Chief Legal Officer may modify the dates on which the Quarterly Blackout Period begins and ends with respect to a specific quarter, in his or her discretion.

How do I know if I am considered an APAM Designee?

The Legal or Compliance team will notify all associates who are APAM designees.

You can also contact the Code of Ethics hotline at x1970 with any questions.

 

 

The Chief Legal Officer may designate additional blackout periods, or Special Blackout Periods, and may determine which associates are subject to a Special Blackout Period, in each case in his or her discretion from time to time.

 

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Code of Ethics and Insider Trading Policy

 

 

Covered Persons that are subject to a Special Blackout Period will be so notified by the Legal or Compliance team in any manner determined to be appropriate. No Covered Person subject to a Special Blackout Period may disclose to any other person that any Special Blackout Period has been designated.

No transaction in APAM securities by a Covered Person, even if it has been precleared, may be effected during a Firmwide Blackout Period absent a waiver from the Chief Legal Officer. Waivers may be granted to specified Covered Persons on an ad hoc basis or made applicable to all Covered Persons as a blanket waiver.

 

Transactions in APAM Securities Must Be Reported to Compliance within 24 Hours

Covered Persons must report all Personal Securities Transactions in APAM securities to Compliance within 24 hours.

Short Sales of APAM Securities Prohibited

Covered Persons may not, directly or indirectly, sell any APAM equity security short (that is, sell an APAM equity security when the Covered Person does not own it), or sell short against the box (that is, sell an APAM equity security when the Covered Person owns the security sold but does not deliver it).

How do I make sure my APAM transactions are reported to Compliance within 24 hours?

For accounts established at Schwab through Human Capital in the context of an equity award, the Compliance team generally receives direct electronic trade confirmations that satisfy the 24 hour notification requirement.

For all other accounts, the notification process depends on whether or not your broker has provided Compliance with an electronic feed of trade confirmations. If your broker has provided such a feed, you may generally rely on the confirmation to satisfy the notification requirement. If not, you must notify Compliance through PTA.

 

 

Hedging of APAM Securities Prohibited

Covered Persons may not hedge their exposure to the economic consequences of ownership of APAM securities. In particular, a Covered Person may not engage in hedging transactions involving any derivative security relating to APAM securities, including acquiring, writing or otherwise entering into any instrument that has a value determined by reference to APAM securities, whether or not the instrument is issued by Artisan, except in connection with an Artisan compensation or benefit plan. For the avoidance of doubt, ownership of equity interests in a subsidiary or affiliate of Artisan is not prohibited by the Code.

Restrictions on Holding APAM Securities in Margin Accounts

APAM securities may only be held in a margin account under limited circumstances and only with the prior approval of the Chief Legal Officer, who may place additional restrictions on the holding.

Risks of Holding APAM Securities in Discretionary Accounts

The special Code requirements applicable to transactions in APAM securities apply to all accounts, even if APAM securities are held in Discretionary Accounts. A financial advisor managing a Discretionary Account cannot trade APAM securities on behalf of a Covered Person during a Blackout Period, to which the Covered Person is subject, for example. Nor are Covered Persons who hold APAM securities in a Discretionary Account exempt from the requirement that all transactions in APAM securities must be reported to Compliance within 24 hours.

As a result, and in order to minimize the risk of Code violations, Covered Persons are strongly discouraged from holding APAM securities in a Discretionary Account.

 

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Code of Ethics and Insider Trading Policy

 

 

Restrictions on Pledging of APAM Securities

Covered Persons may not pledge APAM securities when they are aware of material, non-public information or otherwise are not permitted to trade in APAM securities.

Transfer of APAM Securities between Brokerage Accounts

In order to facilitate monitoring of transactions in APAM securities, Covered Persons are encouraged to notify Compliance of their intent to transfer APAM securities from one brokerage account to another prior to initiating any such transfer. Details of the receiving account and the securities to be transferred can be provided to the Compliance team via e-mail to DL – Code of Ethics.

Additional Restrictions and Obligations Applicable to APAM’s Executive Officers

APAM’s executive officers for purposes of Section 16 of the Securities Exchange Act of 1934 are subject to additional requirements, including the obligation to promptly report certain transactions in Artisan’s securities to the SEC. These officers are also subject to the “short-swing profit” provisions of Section 16(b), pursuant to which any profit realized from a purchase and sale, or sale and purchase, of any equity securities of Artisan within a six-month period may be subject to clawback by Artisan, unless an exemption applies.

Preclearance and Blackout Period Exemption for Approved 10b5-1 Plan

Preclearance and Blackout Periods for APAM Securities do not apply to transactions executed pursuant to a pre-existing written plan, contract or instruction under Rule 10b5-1 (an “Approved 10b5-1 Plan”) that:

 

   

has been reviewed and approved by the Chief Legal Officer at least one month in advance of any trades under the plan (or, if revised or amended, the revisions or amendments have been reviewed and approved by the Chief Legal Officer prior to the effectiveness of the revisions or amendments and at least one month in advance of any subsequent trades under the revised or amended plan);

 

   

was entered into (or, with respect to an instruction, given) in good faith by a Covered Person at a time when such person was not in possession of material, non-public information about APAM; and

 

   

either: (i) gives a third party the discretionary authority to execute purchases and sales of securities of APAM, outside the influence of the Covered Person, so long as the third party is not aware of any material, non-public information about APAM; or (ii) explicitly specifies the amount of securities to be purchased or sold, the price at which the securities are to be purchased or sold, and the date on which the securities are to be purchased or sold, or a written formula, algorithm or computer program for determining the amount, price and date of such transactions.

 

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Prohibited and Restricted Activities

Insider Trading Prohibited

You may not engage, directly or indirectly, in any transaction (either a Personal Securities Transaction or a transaction for a Client) involving the purchase or sale of any security, including any security issued by APAM, if you are aware of “material,” “non-public” information about that company.

Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. Any information that could reasonably be expected to affect the price of the security is material. Material information can be positive or negative. Material information is not limited to facts, but may also include projections and forecasts. Examples of potentially material information include, without limitation:

Are there any special considerations to keep in mind with respect to insider trading Laws outside the U.S.?

Yes. You should keep in mind that insider trading laws vary from country to country, and that local authorities can and do assert their jurisdiction over particular transactions regardless of where a buyer or seller of securities resides. Transactions in a U.K. listed security, for example, can be the basis for an action against a U.S. resident who trades on the basis of material non-public information.

You should always be mindful of the sensitivities surrounding confidential or non-public information, especially if this information could impact a security’s market price. Refer any questions around specific fact patterns to an attorney in the Legal Department.

 

 

   

Quarterly and year-end earnings and significant changes in financial performance, outlook or liquidity (including, in the case of APAM, levels of or changes in assets under management, cash flows and pipeline information);

 

   

Changes in debt ratings;

 

   

Projections that significantly differ from external expectations;

 

   

Stock splits, public or private securities offerings, or changes in dividend policies or amounts;

 

   

Significant developments involving corporate relationships;

 

   

Proposals, plans or agreements, even if preliminary in nature, of a pending or proposed merger, acquisition, divestiture, recapitalization, strategic alliance, licensing arrangement or purchase or sale of substantial assets;

 

   

Actual or threatened major litigation or developments relating to the resolution of such litigation;

 

   

Events having a significant regulatory effect or involving significant regulatory intervention;

 

   

Events that may result in the creation of a significant reserve or write-off or other significant adjustment to a company’s financial statements; and

 

   

Significant changes in senior management.

“Non-public information” is information that is not generally known or available to the public. The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. Information becomes “public” when (i) it is disclosed in a way designed to achieve broad dissemination to the investing public generally, without favoring any special person or group, and (ii) there has been adequate time for the public to digest that information. Examples of broad dissemination include press releases, filings with the Securities and Exchange Commission and meetings, conference calls or webcasts that are open to the public. Non-public information may include, for example:

 

   

Information available to a select group of analysts or brokers or institutional investors;

 

   

Undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; or

 

   

Information that has been entrusted to a company or a person on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement.

 

12


Code of Ethics and Insider Trading Policy

 

 

One or more of the directors or trustees of APAM or of a Client whose account is managed by Artisan Partners may be an officer, director or trustee of one or more public companies. Each Covered Person should avoid discussing with any such officer, director or trustee any non-public information about any such company. If a Covered Person (other than such officer, director or trustee) should become aware of potentially material, non-public information regarding any such company, he or she should so advise the Chief Legal Officer or another attorney in Legal.

Trading during a tender offer represents a particular concern in the law of insider trading. Each Covered Person should exercise particular caution if they become aware of non-public information relating to a tender offer.

 

  

I think I may have inadvertently received material non-public information.

What should I do?

 

If you think that you might have inadvertently received material, non-public information from any source (including, without limitation, an officer, director or employee of a public company, consultant, analyst or broker), you should take the following steps:

 

•  Report the information immediately to the Chief Legal Officer or to another attorney in Legal.

 

•  Do not purchase or sell any securities potentially impacted by the information on behalf of yourself or others, including Clients, until Artisan Partners has made a determination as to the need for trading restrictions.

 

•  Do not communicate the material, non-public information inside or outside Artisan Partners (even to your manager) other than to the Chief Legal Officer or to another attorney in the Legal Department.

 

•  After review of the issue, Artisan Partners will determine whether any trading restrictions apply and what action, if any, the firm should take.

  

Restrictions on Communication of Non-public Information

Under certain circumstances, Artisan associates may receive non-public information concerning a current or potential investment opportunity. Such information may be subject to a confidentiality agreement, and is also subject to the Artisan Partners’ Information Barrier Policy.

No Covered/Exempt Person may communicate non-public information to others in violation of the law, any firm policy, or any duty of confidentiality we owe to a third-party. Conversations containing such information, if appropriate at all, should be conducted in private. The “tipping” of material, non-public information to a third-party in violation of a duty of confidentiality raises special issues under the insider-trading laws, and is expressly prohibited under this Code.

Access to files containing non-public information and computer files containing such information should be restricted, including by maintenance of such materials in locked cabinets, or through the use of passwords or other security devices for electronic data.

 

13


Code of Ethics and Insider Trading Policy

 

 

Transactions in Securities on Applicable Restricted List(s) Prohibited

 

From time to time, associates in the Company may come into possession of non-public information about a particular company. The Compliance team may include each of these companies on one or more “restricted lists,” and impose restrictions on transactions involving securities of those companies in Client accounts and in the personal accounts of Covered Persons. The applicability of these restrictions may be firmwide, or may be limited to certain parts of the firm, taking into account the existence of our Information Barrier Policy. Covered Persons are prohibited from knowingly engaging in any transactions for their personal accounts or for the accounts of others, including Clients, that would be inconsistent with these restrictions.

How do I know if a particular company is included on an Artisan Restricted List(s)?

Compliance does not publish the contents of the Restricted List(s) because, under certain circumstances, the inclusion of a particular name could itself convey non-public information. You should preclear all of your Personal Securities Transactions as required under the Code. Compliance uses the preclearance process to ensure that requests to trade securities of issuers on an applicable Restricted List are denied.

 

 

Restrictions on Certain Transactions with Clients

No Covered Person shall knowingly purchase from or sell to any Client any security or other property except securities issued by that Client, or except as approved by Compliance. This section does not prohibit purchases of Client products or services that are available to the general public.

Approval Required for Participation in Initial Public Offerings

No Covered Person shall acquire any security in an initial public offering, except with the prior written approval of Compliance, based on a determination that: (i) the acquisition is consistent with applicable regulatory requirements, does not conflict with the purposes of the Code or its underlying policies, or the interests of Artisan Partners or its Clients; and (ii) the opportunity to acquire the security has been made available to the person for reasons other than the person’s relationship with Artisan Partners or its Clients. Such circumstances might include, for example:

 

   

an opportunity to acquire securities of an insurance company converting from a mutual ownership structure to a stockholder ownership structure, if the person’s ownership of an insurance policy issued by that company conveys that opportunity;

 

   

an opportunity resulting from the person’s pre-existing ownership of an interest in the IPO company or an investor in the IPO company; or

 

   

an opportunity made available to the person’s Immediate Family Members sharing the same household, in circumstances permitting Compliance reasonably to determine that the opportunity is not being made available indirectly because of the person’s relationship with Artisan Partners or its Clients (for example, because of the Immediate Family Member’s employment).

 

14


Code of Ethics and Insider Trading Policy

 

 

Approval Required for Participation in Private Placements

 

No Covered Person shall acquire any security in a Private Placement18 without the express written prior approval of Compliance. Covered Persons may invest in private funds sponsored by Artisan Partners through the regular subscription process and need not seek separate prior approval from the Compliance team.

In deciding whether that approval should be granted, Compliance may consider a number of relevant factors including, but not limited to:

 

   

whether the investment opportunity should be reserved for Clients;

 

   

whether the opportunity has been offered because of the person’s relationship with Artisan Partners or its Clients;

 

   

whether the investment is in a pooled vehicle or an operating company;

 

   

the size of the proposed investment in relation to the total offering and in relation to the total equity ownership of the entity in which the Covered Person seeks to invest;

 

   

the rights to be granted to the Covered Person as a result of the investment;

 

   

the amount of business involvement the Covered Person would have after the investment has been made; and

My spouse’s employer has offered him/her a stake in their company, and the company is private. Is prior written approval required?

The requirement to obtain written approval prior to the acquisition of a private placement does not apply to the acquisition by a Covered Person’s Immediate Family Member of an ownership interest in that person’s employer or an affiliate of the employer, provided that the acquisition is non-volitional and is the result of that person’s bona fide employment relationship and is not a result of a Covered Person’s relationship with Artisan Partners or Clients.

Any volitional acquisitions, such as participation in an employer’s stock purchase plan, require prior approval by Compliance. All acquisitions require disclosure as part of the quarterly reporting process and the ownership interest should be disclosed as part of the initial and annual holdings reports. Subsequent dispositions of the interest are subject to preclearance.

 

 

   

the degree to which the Covered Person may be deemed to have control over the entity after the investment has been made.

Any investment decision for a Client relating to that security must be made by investment personnel other than that Covered Person or, alternatively, the decision must be approved by Compliance.

Limitations on Investments in Publicly Traded Companies

No Covered Person shall knowingly own more than 5% of a public company’s outstanding shares without prior written approval from Compliance.

Front Running Prohibited

Covered Persons are prohibited from inappropriately using proprietary or confidential information obtained while associated with Artisan for their personal benefit. For example, no Covered Person shall engage in a Personal Securities Transaction in a security based on advance knowledge that Artisan Partners is effecting or will be affecting a purchase or sale of the security on behalf of a Client.

This prohibition will not affect the execution of transactions for the account of a Client in which one or more Covered Persons has an economic interest (such as, for example, where a Covered Person owns shares of an Artisan Fund), which may be executed by Artisan Partners’ traders in accordance with the Artisan Partners’ trading practices.

 

15


Code of Ethics and Insider Trading Policy

 

 

Spread Betting Prohibited

Covered Persons are prohibited from engaging in spread betting transactions based on securities that are subject to pre-clearance or prohibited under the Code.

Excessive Short-Term Securities Trading Discouraged

Covered Persons are strongly discouraged from engaging in the excessive short-term trading of securities. The purchase and sale, or sale and purchase, of the same (or equivalent) securities within 30 calendar days are generally regarded as short-term trading. Preclearance requests for transactions that would constitute short-term trading may, under certain circumstances, be denied by the Compliance team.

High-Risk Trading Activities

Certain high-risk trading activities, if used in the management of a Covered Person’s personal trading portfolio, are risky not only because of the nature of the securities transactions themselves, but also because of the potential that action necessary to close out the transactions may become prohibited during the duration of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments (including options).

Covered Persons engage in such trading activities at their own risk. If Artisan Partners becomes aware of material, non-public information about the issuer of the underlying securities, or if preclearance of the closing transaction is denied, Artisan Partners personnel may find themselves “frozen” in a position. Artisan Partners will not bear any losses in personal accounts as a result of implementation of this policy.

Personal Securities Transactions with Certain Brokers or Dealers Prohibited

In order to comply with certain state regulations, Covered Persons are restricted from executing any Personal Securities Transactions with the institutional trading desks of any broker or dealer with whom Artisan Partners conducts business for its Clients.

Other Code Requirements

Service as a Board Director, Board Member, Manager, Managing Member or Trustee

No Covered Person may serve as a member of the board of directors or trustees, an officer, a manager or a managing member or in a similar capacity exercising control of any business organization (including an advisory board) without the prior written approval of Compliance, unless the organization is a civic or charitable organization or an organization owned or controlled by a member of the Covered Person’s family.

If a Covered Person is serving as a board member, officer, manager, managing member or in a similar control capacity of any organization, the Covered Person should be mindful of his or her responsibilities under the Code and his or her agreements with Artisan Partners, and should seek to avoid any appearance of impropriety. In particular, Covered Persons are reminded of their obligations not to misuse confidential information belonging to Artisan Partners or any Client. A Covered Person serving as a board member, officer, manager or managing member of an organization or in a similar control capacity is encouraged not to participate in any activity on behalf of the organization that could create an appearance of impropriety. The Compliance team may raise additional questions of Covered Persons who submit preclearance requests involving the purchase or sale of securities issued by such an organization.

 

16


Code of Ethics and Insider Trading Policy

 

 

In some circumstances, the service of a Covered Person as a board member of an organization or an executor, conservator or trustee for an estate, conservatorship or personal trust, could result in Artisan Partners being deemed to have custody of the assets of that entity, if it were a Client. Because Artisan Partners does not accept custody of Client assets, if Artisan Partners would be deemed to have custody because of the relationship of a Covered Person to the organization, the Covered Person may be required to give up his or her position as a condition of Artisan Partners accepting an engagement to provide advisory services.

 

Outside Financial Interests and Outside Business Activities

Covered Persons should avoid outside financial interests or outside business activities that may give rise to conflicts of interest with Clients or Artisan Partners or that may create divided loyalties, divert substantial amounts of their time, and/or compromise their independent judgment.

Prior to association with Artisan Partners, newly hired Covered Persons are required to disclose to Artisan any outside financial interests or outside business activities that may present such a conflict of interest. Thereafter, Covered Persons must obtain Compliance approval prior to acquiring any such interests or engaging in any such activities. Covered Persons seeking such approval should contact the Compliance team or an attorney in the Legal Department.

What are some examples of outside interests that may give rise to a conflict?

Examples of outside interests or activities that may give rise to a conflict of interest include where a Covered Person holds a substantial interest in a company that has dealings with Artisan either on a recurring or “one-off” basis, or where a Covered Person has an employment relationship or position with a potential Client or vendor of Artisan Partners.

 

 

Covered Persons are prohibited from providing consulting services to non-Artisan entities for pay or on a voluntary basis, such as those offered through expert networks, without seeking prior approval from the Compliance team.

Requirement to Preserve Confidentiality

Each Covered/Exempt Person shall keep confidential during the term of his or her employment or association with Artisan Partners any information concerning Artisan Partners or its Clients that is not generally known to the public, including, but not limited to, the following:

 

   

the investment strategies, processes, analyses, databases and techniques relating to capital allocation, stock selection and trading used by the investment team or other investment professionals employed by Artisan Partners;

 

   

the identity of and all information concerning Clients and shareholders of Clients;

 

   

information prohibited from disclosure by a Client’s policy on release of portfolio holdings or similar policy; and

 

   

all other information that is determined by Artisan Partners or a Client to be confidential and proprietary and that is identified as such prior to or at the time of its disclosure to the Covered/Exempt Person.

No Covered/Exempt Person shall use such confidential information for his or her own personal benefit or for the benefit of any third party, or directly or indirectly disclose such information, except to other associates of Artisan Partners, its affiliated businesses and third parties to whom disclosure is made pursuant to the performance of his or her duties as an associate of Artisan Partners or as otherwise may be required by law.

This obligation of confidentiality is in addition to any other Artisan Partners’ policies relating to confidentiality and confidentiality agreements with Artisan Partners to which a Covered/Exempt Person is a party.

 

17


Code of Ethics and Insider Trading Policy

 

 

Enforcement of the Code and Consequences for Failure to Comply

Compliance shall be responsible for promptly investigating all reports of possible violations of the provisions of this Code.

Compliance with this Code is a condition of employment or association with Artisan Partners, status as a registered representative of Artisan Distributors, and retention of any position you hold with any funds sponsored by Artisan Partners. Taking into consideration all relevant circumstances, Artisan Partners will determine what action is appropriate for any breach of the provisions of the Code. Possible actions include escalation to management, additional Code training, reversal or unwinding of trades, letters of sanction, suspension or termination of employment, impact to a Covered Person’s compensation, removal from office, or permanent or temporary limitations or prohibitions on Personal Securities Transactions more extensive than those generally applicable under the Code. Exceptions under the Code may be subject to Client reporting obligations. In addition, Artisan Partners may report conduct believed to violate the law or regulations applicable to Artisan Partners or the Covered Person to the appropriate regulatory authorities.

Individual Exemptions

There may be circumstances from time to time in which the application of this Code produces unfair or undesirable results or in which a proposed transaction is not inconsistent with the purposes of the Code. Therefore, the Chief Compliance Officer or a designee may grant an exemption from any provision of this Code, provided that the person granting the exemption based his or her determination to do so on the ground that the exempted transaction is not inconsistent with the purposes of this Code or any law or regulation applicable to Artisan Partners, and documents that determination in writing.

 

1 

“Covered Persons” include all (i) officers, employees and individual members of Artisan Partners Asset Management Inc. (APAM) and its affiliates including, without limitation, Artisan Partners Limited Partnership (Artisan US), Artisan Partners UK LLP (APUK), Artisan Partners Asia-Pacific PTE, Ltd., Artisan Partners Australia Pty Ltd, Artisan Partners Canada ULC, and Artisan Partners Distributors LLC (collectively Artisan Partners or Artisan); (ii) interested directors of Artisan Partners Funds, Inc. (Artisan Funds) and Artisan Global Funds plc (Artisan Global Funds) who are not otherwise subject to another code of ethics adopted by Artisan Funds or Artisan Global Funds; and (iii) certain persons identified by Compliance who are under contract with and regularly working on the premises of Artisan Partners (such as a temporary employee, independent contractor or consultant).

2 

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to mutual funds, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

3 

“Immediate Family Member” includes the following individuals, to the extent they are either living in a Covered Person’s household or are materially dependent on a Covered Person for support: spouse, son or daughter (including a legally adopted child) or any descendants of either, stepson or stepdaughter, son-in-law, daughter-in-law, father or mother, stepfather or stepmother, mother-in-law or father-in-law, and siblings or siblings-in-law, or any ancestor of any of the forgoing persons. Immediate Family Member also includes any person who has been claimed by a Covered Person as a domestic partner for purposes of Artisan’s employee benefits, as well as that person’s descendants and ancestors.

4 

You “Beneficially Own” or have aBeneficial Interest” in a security in which you have, directly or indirectly, the opportunity to profit or share in any profit derived from a transaction in the security, or in which you have an indirect interest, including beneficial ownership by an Immediate Family Member or another dependent living in your household, or your share of securities held by a partnership of which you are a general partner, or by an LLC that you control. In general, the rules under section 16 of the Securities Exchange Act of 1934 will be applied to determine if you have a beneficial interest in a security (even if the security would not be within the scope of section 16).

 

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Code of Ethics and Insider Trading Policy

 

 

5 

You have “Control” or “Investment Control” over a security or an account if you have, directly or indirectly, the ability to engage in a transaction in the security/account or the ability to direct that a transaction occur in a security/account. You may be deemed to have investment control over a security even if you do not have a beneficial interest in the security. Examples of investment control include a person acting as an executor or personal representative of an estate, a person who has investment discretion, but does not include accounts managed by any such individual in connection with his or her employment as an investment professional or a person who instructs another person to purchase or sell a security.

6 

“Exempt Persons” are associates or persons working on the premises of Artisan Partners with little or no opportunity to acquire knowledge relating to Artisan Partners investment decisions before they are implemented. Exempt Persons may include, for example: (i) part-time and/or temporary employees whose duties are limited to clerical or similar non-investment related functions; or (ii) certain independent contractors, consultants, interns or seasonal employees, including those whose duties are not investment-related and do not otherwise have routine access to information about investment decisions before they are implemented.

7 

Exempt Persons are exempt from the following Code requirements: initial disclosure of accounts and holdings; reporting of Personal Securities Transactions; annual disclosure of accounts and holdings; quarterly disclosure of transactions, requirement to execute Personal Securities Transactions through disclosed brokerage accounts; obtaining prior written approval for service as a board member; obtaining prior written approval for acquiring a security in an initial public offering; obtaining prior written approval for acquiring a security in a private placement; acquiring more than 5% of a public company’s outstanding shares; short sales, hedging or pledging on margin APAM securities; restrictions on employer securities held by immediate family members; and dealings with certificated securities.

8 

The Code contains many references to the “Chief Compliance Officer.” The “Chief Compliance Officer” shall mean such person as may be designated by Artisan US, Artisan Funds and/or Artisan Distributors, respectively to fill such role for each such entity from time to time, as well as such person or persons as may be designated by Artisan UK to fill the approved persons role, such as the CF10, from time to time. References to the Chief Compliance Officer also include, for any function, any person designated by the Chief Compliance Officer as having responsibility for that function from time to time and subject to the Chief Compliance Officer’s supervision. If the Chief Compliance Officer is not available, reports required to be made to the Chief Compliance Officer, or actions permitted to be taken by the Chief Compliance Officer, may be made to or taken by a Compliance Director or Manager, or, in absence of the Chief Compliance Officer and a Compliance Director or Manager, by the Chief Legal Officer or another attorney in the Legal Department, to the extent such actions are permitted by applicable law.

Reports relating to the Personal Securities Transactions of the Chief Compliance Officer shall be delivered to another member of the Compliance Team or to the Chief Legal Officer of the firm. This principle shall apply to the administration of the Code generally. For example, the Chief Compliance Officer or another person to whom authority to approve Personal Securities Transactions has been granted under the Code may not approve his or her own Personal Securities Transactions; such transactions must be approved by someone else with such authority.

 

9 

A “Reportable Account” is any brokerage or other account in which you or an Immediate Family Member either have a Beneficial Interest or which is subject to your or your Immediate Family Member’s Investment Control and which holds or could hold a security subject to reporting under the Code.

10 

“Exempt Securities” consist of the following: (i) securities that are direct obligations of the U.S. government (that is, U.S. treasury bills, notes and bonds); (ii) shares of U.S. open-end investment companies (mutual funds) that are not Clients; (iii) interests in certain unit trusts, open-ended investment companies, and unit-linked life and pension interests held through the APUK pension plan to the extent these securities have been identified as exempt from reporting by the Compliance team; and (iv) bank certificates of deposit, banker’s acceptances, repurchase agreements or commercial paper. Note that shares of the Artisan Global Funds are not exempt.

11 

In the case of: (i) a Covered Person that is a temporary employee whose anticipated period of continuous employment will not exceed four months; or (ii) the refusal or inability of a broker or custodian to furnish duplicate confirmations and account statements, then the Covered Person will be permitted, at the discretion of Compliance, to furnish copies of transaction confirmations and account statements in the form requested by Compliance, in lieu of instructing a broker or custodian to deliver duplicates.

12 

A “Personal Securities Transaction” is a transaction in a reportable security (including the “gifting” of a security) in which the Covered Person has a Beneficial Interest 4 or over which the Covered Person has Investment Control. 5 Whether or not a Covered Person has a Beneficial Interest or Investment Control will be based on all relevant facts and circumstances.

 

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Code of Ethics and Insider Trading Policy

 

 

13 

An “Artisan Operated Account” is an account operated by Artisan in which Artisan Partners or its employees have significant economic interests, and in which assets of persons not employed by Artisan Partners are also invested or which Artisan Partners is operating as a model portfolio in preparation for management of Client assets in the same or a similar strategy.

14 

The “Chief Legal Officer” shall mean such person as is designated by APAM to fill such role from time to time. References to the Chief Legal Officer also include, for any function, any person designated by the Chief Legal Officer as having responsibility for that function from time to time and subject to the Chief Legal Officer’s supervision. If the Chief Legal Officer is not available, reports required to be made to the Chief Legal Officer, or actions permitted to be taken by the Chief Legal Officer, may be made to or taken by a designee.

15 

For purposes of this section, a “Discretionary Account” is an account (including an investment advisory account, trust account or other account) of any Covered Person (held either alone or with others) over which a person other than the Covered Person (including an investment adviser or trustee) exercises investment discretion.

16 

Investment Person means a Covered Person who is a portfolio manager, analyst, research associate, research assistant, trader, or any other Covered Person in a similar capacity who provides information, analysis or advice with respect to the purchase or sale of securities.

17 

If a portfolio manager requests preclearance of a Personal Securities Transaction, Compliance may contact another portfolio manager, or his designee, for the strategy, (or will otherwise utilize information provided by such portfolio manager or designee), to determine if a transaction in the security subject to the proposed Personal Securities Transaction is actively under consideration for the strategy. In the case of a sole portfolio manager, Compliance may contact a designee from the investment team to assist in this determination. For each proposed trade, the person responsible for reviewing such trade shall be provided with all information necessary to determine whether the trade may be approved consistent with the Code (e.g. title of the security, nature of the transaction, approximate number of shares involved in the transaction).

18 

For purposes of this section, a “Private Placement” means an offering of securities in which the issuer relies on an exemption from the registration provisions of the U.S. federal securities laws or comparable non-U.S. regulatory scheme, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.

 

20

FRONTIER CAPITAL MANAGEMENT COMPANY, LLC

 

 

CODE OF ETHICS

 

Updated December 2018

This is the Code of Ethics (the “Code”) of Frontier Capital Management Company, LLC (the “Firm”, “FCMC” or “Frontier”).

Things You Need to Know to Use This Code

1. Certain terms have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms which are defined at the end of the Code.

2. For purposes of this Code, all employees are deemed to be Access Persons. The Firm, at the Chief Compliance Officer’s discretion, may also subject certain individuals, including interns, co-ops, temporary employees, contract employees or independent contractors to any part or all of the Firm’s Code of Ethics and its requirements.

3. There are a number of Reporting Forms that all personnel and Access Persons who are not personnel have to fill out under this Code. You can get copies of the Reporting Forms from the Chief Compliance Officer.

4. The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However:

 

   

The Firm expects that waivers will be granted only in rare instances (for example, in the case of a hardship, as described in Part II.C. of this Code), and

 

   

Some provisions of the Code that are mandated by SEC rule cannot be waived. These provisions include, but are not limited to, the requirements that Access Persons periodically report holdings and securities transactions, and obtain pre-approval of investments in private placements.

PART I

 

A.

General Principles

The Firm expects all personnel to comply with the spirit of the Code, as well as the specific rules contained in the Code.

The Firm treats violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firm may take disciplinary measures against you.

Improper trading activity can constitute a violation of this Code. You can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code even if no clients are harmed by your conduct.

 

1


If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer. Please do not guess at the answer.

 

B.

Conflicts of Interest

As a fiduciary, Frontier has an affirmative duty of loyalty, honesty, and good faith to act in the best interests of our clients. A conflict of interest occurs when the personal interest of an employee interferes (or could potentially interfere) with the employee’s responsibilities to Frontier and our clients. Frontier strives to identify and avoid conflicts of interest with clients and to fully disclose all material facts concerning any conflict that does arise with respect to any client. All employees should strive to avoid conflicts of interest and any situation that may have the appearance of a conflict or impropriety.

 

  1.

Conflicts among Client Interests. Access Persons are prohibited from inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

 

  2.

Competing with Client Trades. Access Persons are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally (directly or indirectly) as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions also are addressed more specifically below.

 

  3.

Disclosure of personal interest. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer. If the Chief Compliance Officer deems the disclosed interest to present a material conflict, he will approve and sign off on any decision-making process regarding the securities of that issuer. This provision applies in addition to Frontier’s quarterly and annual personal securities reporting requirements.

 

  4.

Referrals/Brokerage. Access Persons are required to act in the best interests of Frontier’s clients regarding execution and other costs paid by clients for brokerage services. Access Persons must strictly adhere to Frontier’s policies and procedures regarding brokerage (including best execution, soft dollars, and directed brokerage).

 

  5.

Vendors and Suppliers. Access Persons must disclose to the Chief Compliance Officer any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of the Firm. The Chief Compliance Officer in his sole discretion may prohibit an Access Person with such interest from negotiating or making decisions regarding Frontier’s business with those companies.

 

2


  6.

No Transactions with Clients. Access Persons are not permitted to knowingly sell to, or purchase from, a client any security or other property, except an Access Person may purchase securities issued by a publicly-traded client, subject to the personal trading procedures described below.

 

  7.

Investment Consultant Relationships. Various institutional clients and prospects utilize investment consultants to advise them regarding the selection and oversight of investment advisers. Consultants may also provide various services or systems to investment advisers and may also sponsor events or conferences in which investment advisers are provided with an opportunity to participate. Payment for services provided by investment consultants, or the sponsoring of any event run by investment consultants, may result in the appearance of a conflict of interest. It is Frontier’s policy that such payments should only be made to consultants where the services provided are necessary or appropriate for Frontier, or the sponsoring of the event is beneficial to Frontier and Frontier participates in such event. Such payments should not be made with the sole intention of influencing the consultant to recommend Frontier to its clients. Permission must be obtained from the Chief Compliance Officer prior to Frontier paying for any services or system provided by investment consultants or sponsoring of an event run by investment consultants.

 

C.

Service on the Board or as an Officer of another Company

To avoid conflicts of interest, inside information and other compliance and business issues, the Firm prohibits all its employees from serving as officers or members of the board of any other entity, except with the advance written approval of the Firm. Approval must be obtained through the Chief Compliance Officer, and will ordinarily require consideration by senior management. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm or any not-for-profit, charitable foundation, educational institution or similar entity. In addition, employees must disclose promptly to Frontier’s Chief Compliance Officer in the event a member of the employee’s Family/Household is employed in the securities industry (e.g., broker-dealers, investment advisers, investment companies, hedge funds, etc.), serves on the board of a public company or holds an executive level position at a public company (e.g., CEO, CFO, etc.).

 

D.

Compliance with Laws and Regulations

You must comply with all applicable federal securities laws. You are not permitted, in connection with the purchase or sale (directly or indirectly) of a security held or to be acquired by a Frontier client:

 

  1.

To defraud the client in any manner;

 

  2.

To mislead the client, including by making a statement that omits material facts;

 

  3.

To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon the client;

 

3


  4.

To engage in any manipulative practice with respect to the client; or

 

  5.

To engage in any manipulative practice with respect to securities, including price manipulation.

 

E.

Insider Trading

Access Persons are prohibited from any trading, either personally or on behalf of others, while in possession of material, non-public information. Access Persons are prohibited from communicating material nonpublic information to others in violation of the law. Additionally, all employees who come into contact with material nonpublic information must notify the Chief Compliance Officer and are subject to Frontier’s prohibitions on insider trading and any potential sanctions, as set forth in Frontier’s Insider Trading and Material Non-Public Information policy.

Additionally, each Access Person must comply with AMG’s Insider Trading Policies and Procedures. These policies and procedures are included in Exhibit A of the Code and apply to all officers, directors, employees of AMG and its subsidiaries and affiliates.

PART II

NOTE: Certain subsections in this Part, as indicated, apply not only to all personnel, but also to members of your Family/Household.

A. Reporting Requirements (also applies to members of your Family/Household)

NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Family/Household and Beneficial Ownership in the “Definitions” section at the end of this Code.

ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports.

Copies of all reporting forms may be obtained from the Chief Compliance Officer.

1. Initial Holdings Reports.

No later than 10 calendar days after you become an Access Person, you must file with the Chief Compliance Officer an Initial Holdings Report. The information provided must be current as of a date no more than 45 days prior to the date you become an Access Person.

 

4


The Initial Holdings Report requires you to list all Covered Securities (including Affiliated Mutual Funds) in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person.

2. Quarterly Transaction Reports.

No later than 30 calendar days after the end of each quarter, you must file with the Chief Compliance Officer a Quarterly Transaction Report.

The Quarterly Transaction Report requires you to list all transactions during the most recent calendar quarter in Covered Securities, including Affiliated Mutual Funds (other than transactions in Frontier’s employee profit sharing plan) in which you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household established an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.

3. Annual Holdings Reports.

By January 30 of each year, you must file with the Chief Compliance Officer an Annual Holdings Report. The information provided must be current as of a date no more than 45 days prior to the date the report is submitted.

The Annual Holdings Report requires you to list all Covered Securities (including Affiliated Mutual Funds outside of Frontier’s employee profit sharing plan) in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.

4. Exceptions from Reporting Requirements.

You are not required to file any Reports for transactions effected pursuant to an automatic investment plan.

5. Duplicate Confirmation Statements.

If you or any member of your Family/Household has a securities account with any broker, dealer, or bank, you or your Family/Household member must direct that broker, dealer or bank to send, directly to the Firm’s Chief Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements relating to that account. Frontier has arrangements, through its automated personal trading vendor, pursuant to which the vendor may establish electronic connectivity to allow Frontier to receive and access your, or any member of your Family/Household’s, confirmations and/or account statements.

 

5


6. Disclosure Requirements for Discretionary Accounts

Access Persons may maintain Discretionary Accounts subject to the disclosure and reporting requirements described below. Provided they comply with all requirements of this Code, such accounts are exempt from the pre-clearance requirements outlined in this Code.

All Access Persons who maintain Discretionary Accounts must disclose such accounts to the Compliance Department. Such disclosure must include the following information:

 

   

Account Owner Name

 

   

Account Number

 

   

Name and Contact Information of the trustee or discretionary third-party manager

 

   

The trustee’s or discretionary third-party manager’s firm

 

   

Description of the Access Person’s relationship to the trustee or discretionary third-party Manager, if any, including any affiliation or family relationship that may exist between the Access Person and the person or firm managing the account

Additionally, the Access Person must promptly notify the Compliance Department when there is a change in the third-party managed account arrangements.

7. Reporting Requirements for Discretionary Accounts

To the extent an Access Person has demonstrated to the satisfaction of the Chief Compliance Officer that an account is a Discretionary Account, the Chief Compliance Officer may, in her sole discretion, exempt such account from the pre-clearance and reporting requirements set forth herein. No Initial Holdings Report, Annual Holdings Report or Quarterly Transaction Report is required to be filed by an Access Person with respect to securities held in any Discretionary Accounts. Access Persons with Discretionary Accounts generally will be required to provide the Chief Compliance Officer with:

 

   

A notification within 10 days of opening a new Discretionary Account (Exhibit A);

 

   

An initial attestation must completed by the broker for the Discretionary Account within 10 days of the date the account is opened (Exhibit B). In addition, Access Persons must obtain this attestation for all Discretionary Accounts in existence as of the date of this Manual;

 

   

An annual confirmation from the broker via negative consent that the Access Person has no direct influence or control over the relevant accounts. The Chief Compliance Officer will send the initial version of the certification to the broker and if there are no changes, no response from the broker will be required; and

 

   

An annual attestation to be completed by the Access Person for any accounts that are being excluded on the basis that they are Discretionary Accounts(Exhibit C).

Compliance may require the provision of account statements for all Discretionary Accounts periodically to facilitate Compliance’s oversight and monitoring of such accounts. The Compliance Department may also require Access Persons to re-certify their arrangements with the trustees or third party managers of the discretionary accounts periodically.

 

6


Exhibit A

DISCRETIONARY/MANAGED ACCOUNTS INITIAL NOTIFICATION FORM

I have retained a trustee or third-party manager (the “Manager”) to manage the following accounts over which I have no direct or indirect influence or control (the “Accounts”):

 

Name of Broker, Dealer, or Bank

  

Account Number

  

Relationship to Manager (independent
professional, friend, relative, etc.)

 

 

I acknowledge and certify that:

 

  1.

I will have no direct or indirect influence or control1 over the Accounts;

 

  2.

If my control over the Accounts should change in any way, I will immediately notify the Chief Compliance Officer in writing of such change and will provide any required information regarding holdings and transactions in the Accounts;

 

  3.

I agree to provide reports of holdings and/or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Accounts at the request of the Chief Compliance Officer;

 

  4.

I will not suggest that the Manager make any particular purchases or sales of securities for the Accounts;

 

  5.

I will not direct the Manager to make any particular purchases or sales of securities for the Accounts; and

 

  6.

I will not consult with the Manager as to the particular allocation of investments to be made in the Accounts.

I certify and acknowledge that the information in this form is true and correct to the best of my knowledge and agree to immediately notify the firm if such information becomes inaccurate in any way.

SIGNATURE:

NAME:

DATE:

 

1 

No direct or indirect influence or control means that you do not suggest that the Manager make any particular purchases or sales of securities for the Account (s), direct the Manager to make any particular purchases or sales of securities for the Account, or consult with the Manager as to the particular allocation of investments to be made in the Account.

 

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Exhibit B

[BROKER LETTERHEAD]

[DATE]

Frontier Capital Management Co., LLC

Attn: Chief Compliance Officer

99 Summer Street

Boston, MA 02116

Re: [Insert Broker Name & Account #’s _________] (the Account(s)”)

To Whom It May Concern:

For purposes of Frontier’s Code of Ethics and its policies regarding personal trading by Access Persons, please accept this letter as confirmation that [NAME OF ACCESS PERSON] (the “Access Person”) has “no direct or indirect influence or control” with respect to the purchases and sales of financial instruments in the Account(s).

“No direct or indirect influence or control” means that the Access Person does NOT:

 

   

suggest to anyone that a particular purchase or sale of securities be made for the Account(s);

 

   

direct anyone to make any particular purchases or sales of securities for the Account(s); or

 

   

consult with anyone as to the particular allocation of investments to be made in the Account(s).

We will contact you immediately in the event of any changes to the above confirmation.

Regards,

 

SIGNATURE:  

 

NAME:  

 

TITLE/CAPACITY:  

 

DATE:  

 

 

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Exhibit C

DISCRETIONARY/MANAGED ACCOUNTS ANNUAL DISCLOSURE FORM

PLEASE CHECK THE APPROPRIATE BOX:

☐ I have no Discretionary/Managed Accounts (e.g., accounts over which I have no direct or indirect influence or control);

OR

☐ I have retained a trustee or third-party manager (the “Manager”) to manage certain of my accounts. Following is a list of the accounts over which I have no direct or indirect influence or control (the “Accounts”):

 

Name of Broker, Dealer, or Bank

  

Account Number

  

Relationship to Manager

(independent professional, friend,

relative, etc.)

☐ I acknowledge and certify that:

 

  1.

I have no direct or indirect influence or control2 over the Accounts;

 

  2.

If my control over the Accounts should change in any way, I will immediately notify the Chief Compliance Officer in writing of such change and will provide any required information regarding holdings and transactions in the Accounts;

 

  3.

I agree to provide reports of holdings and/or transactions (including, but not limited to, duplicate account statements and trade confirmations) made in the Accounts at the request of the Chief Compliance Officer;

 

  4.

I did not suggest that the Manager make any particular purchases or sales of securities for the Accounts during the period covered by this report;

 

  5.

I did not direct the Manager to make any particular purchases or sales of securities for the Accounts during the period covered by this report;

 

2

No direct or indirect influence or control means that you do not suggest that the Manager make any particular purchases or sales of securities for the Account (s), direct the Manager to make any particular purchases or sales of securities for the Account, or consult with the Manager as to the particular allocation of investments to be made in the Account.

 

9


Exhibit C

 

  6.

I did not consult with the Manager as to the particular allocation of investments to be made in the Accounts during the period covered by this report; and

 

  7.

I will contact the Chief Compliance Officer immediately in the event that a non-discretionary or fully managed account over which I have direct or indirect beneficial ownership is opened.

I certify and acknowledge that the information in this form is true and correct to the best of my knowledge and agree to immediately notify the firm if such information becomes inaccurate in any way.

 

SIGNATURE:  

 

NAME:  

 

DATE:  

 

 

10


B.

Transaction Restrictions

1. Prohibition on Trading in Covered Securities that are Being Considered for Purchase or Sale for a Client.

As a Firm policy, you are prohibited from trading in a Covered Security if you have actual knowledge that such security is being considered for purchase or sale on a client’s behalf. This prohibition applies during the entire period that the Covered Security is being considered by the Firm for purchase or sale and regardless of whether the Covered Security is actually purchased or sold for the client.

This prohibition does not apply to the following categories of transactions:

 

   

Transactions in securities of limited partnerships for which the Firm serves as the investment advisor.

 

   

Transactions that occur by operation of law or in a Discretionary Account or under any other circumstance in which neither you nor any member of your Family/Household exercises direct or indirect influence or control with respect to purchases or sales of securities or allocations of investments.

 

   

Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

 

   

Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer.

 

   

Transactions in auction rate preferred shares of closed-end investment companies.

 

   

Transactions in exchange traded funds.

NOTE: Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of registered mutual funds are also not subject to this prohibition.

2. Prohibition on Trading in Securities on Frontiers Restricted List.

In order to avoid any actual or apparent conflict of interest with the Firm’s trading on behalf of its clients, Frontier does not permit any purchases of securities that are currently on the Frontier Restricted List (except for those securities with a market cap greater than $28 billion), except in the limited case of a Hardship Exemption (as described in Part II.C) or in the case of the exceptions identified in Part II.B.1. above. Sales of securities on the Restricted List are subject to the pre-clearance obligations and other restrictions set forth in the Code. In addition,

 

11


all sales of securities on the Restricted List must be approved in writing by the Chief Compliance Officer after the Chief Compliance Officer or his designee has confirmed with all relevant Frontier Portfolio Managers that they do not have any intention to transact in the security during the black-out period.

For purposes of this Code, securities with a market cap greater than $28 billion are excluded from the Restricted List, but still must be pre-cleared and reported.

3. Pre-clearance.

You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, pre-clearance for that transaction. Pre-clearance is obtained through the Charles Schwab Compliance Technologies personal trading system.

If pre-clearance is obtained, the approval is valid for the day on which it is granted and the following business day. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any Covered Security if the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).

Certain categories of transactions are exempt from the pre-clearance requirements. These exempt transactions are listed below:

 

   

Transactions in securities of limited partnerships for which the Firm serves as the investment advisor.

 

   

Transactions in corporate bonds, municipal bonds or government bonds.

 

   

Transactions that occur by operation of law or in a Discretionary Account or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

 

   

Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

 

   

Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer.

 

   

Transactions in auction rate preferred shares of closed-end investment companies.

 

   

Transactions in exchange traded funds.

 

12


NOTE: Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements) and shares of registered mutual funds are also not subject to the pre-clearance requirements.

4. Private Placements.

Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in a private placement, except with the specific, advance written approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason. Private Placements include, but are not limited to, hedge funds, securities purchased under rules 144A, Regulation S, Regulation D, and PIPEs.

5. Initial Public Offerings.

Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in an initial public offering.

6. Prohibition on Short-Term Trading.

Neither you nor any member of your Family/Household may purchase and sell at a profit, or sell and purchase, a Covered Security, including any Affiliated Mutual Funds (or any closely related security, such as an option or a related convertible or exchangeable security), within any period of 30 calendar days.

This prohibition does not apply to the following categories of transactions:

 

   

Transactions in securities of limited partnerships for which the Firm serves as the investment advisor.

 

   

Transactions that occur by operation of law or in a Discretionary Account or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

 

   

Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

 

   

Transactions in Frontier’s employee profit sharing plan.

 

   

Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by you (or Family/Household member) and received by you (or Family/Household member) from the issuer.

 

   

Transactions in auction rate preferred shares of closed-end investment companies.

 

   

Transactions in exchange traded funds.

 

13


NOTE: Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of unaffiliated mutual funds are also not subject to this prohibition.

7. Prohibition on Options.

Neither you nor any member of your Family/Household may purchase a put option or sell a call option, either directly or through any Beneficial Ownership, in any Covered Security. This prohibition does not apply to transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment advisor as to which you may be deemed to have Beneficial Ownership.

8. Affiliated Mutual Funds.

As mentioned above in Section 6, neither you nor any member of your Family/Household may purchase and sell at a profit or sell and purchase within any 30 calendar day period, shares in any Affiliated Mutual Fund (other than transactions in Frontier’s employee profit sharing plan) (as defined, any mutual fund advised or sub-advised by Frontier or its affiliates). A current list of Affiliated Mutual Funds is provided to employees.

 

C.

Hardship Exemption

An employee may submit to the Chief Compliance Officer a request for an exemption from a particular provision of the Code for a hardship situation (e.g., unforeseen medical or other significant expenses or the purchase of a home). All requests must be in writing and state the reasons for the hardship. Any such request will require the approval of the CCO. Any such waiver request may be denied at the CCO’s sole discretion, and any such decision will be final. If the CCO approves an exemption, the Firm may require certain conditions to be met by the employee in conducting the personal trade(s) to ensure that there is no actual or apparent conflict of interest created by the exemption. The CCO shall document in writing the decisions supporting all such approvals or denials to requests for hardship exemptions.

Part III

7-Day Blackout Period

The 7-day blackout period described below applies to all Access Persons. It is designed to prevent front-running and various other activities that create conflicts with the interests of clients.

 

14


No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the three trading days immediately before or after a trading day on which any client account managed by the Firm purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security). Note that the total blackout period is 7 days (the day of the client trade, plus three trading days before and three days after).

NOTE: Portfolio Managers: It sometimes happens that an Access Person who is responsible for making final investment decisions for client accounts (i.e., a Portfolio Manager) determines, within the three trading days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person’s knowledge, then under consideration for purchase or sale by any client account, that it would be desirable for client accounts as to which the Access Person is responsible for making investment decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients’ interests first and promptly make the investment decision in the clients’ interest, rather than delaying the decision for clients to avoid conflict with the blackout provisions of this Code.

NOTE: Research Analysts: It sometimes happens that an Access Person who is responsible for making investment recommendations for client accounts (i.e., a research analyst) determines, within the three trading days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person’s knowledge, then under consideration for purchase or sale by any client account, that it would be desirable for client accounts as to which the Access Person is responsible for making investment recommendations to recommend the purchase or sale of the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients’ interests first and promptly make the investment recommendation in the clients’ interest, rather than delaying the recommendation for clients to avoid conflict with the blackout provisions of this Code.

The Firm recognizes that certain situations may occur entirely in good faith and will not take disciplinary measures in such instances if it appears that the Access Person acted in good faith and in the best interests of the Firm’s clients. The above notes are merely examples and thus are not exhaustive, nor are they intended to specify instances of compliance and non-compliance with the 7-day Blackout Period restrictions, but rather are provided for clarification purposes to help ensure that any apparent or real conflicts that may arise between compliance with the Blackout Period and the pursuit of clients’ interests are always resolved in favor of the clients’ interests.

The blackout requirements do not apply to the exempt categories of transactions listed in Part II of The Code.

 

15


PART IV. RECORDKEEPING

Frontier maintains the following records related to the Code in a readily accessible place:

 

  a.

A copy of each Code that has been in effect at any time during the past five years;

 

  b.

A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

 

  c.

A record of written acknowledgements for each person who is currently, or within the past five years was, an Access Person;

 

  d.

Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;

 

  e.

A list of the names of persons who are currently, or within the past five years were, Access Persons;

 

  f.

A list of persons who are currently, or within the past five years were, Investment Persons;

 

  g.

A record of any decision and supporting reasons for approving the acquisition of securities by Access Persons in limited offerings;

 

  h.

A record of any decision and supporting reasons for granting any employee a waiver to or from or exception to the Code.

PART V. FORM ADV DISCLOSURE

The Chief Compliance Officer shall be responsible for providing an updated copy of Frontier’s Code to any client or prospective client upon request. The Chief Compliance Officer shall also ensure that Frontier’s Form ADV includes an updated description of the Code.

PART VI. ADMINISTRATION AND ENFORCEMENT OF THE CODE

 

A.

Monitoring of Personal Securities Transactions. The Chief Compliance Officer is responsible for periodically reviewing the personal securities transactions and holdings reports of Access Persons. The Chief Operating Officer is responsible for reviewing and monitoring the personal securities transactions of the Chief Compliance Officer and for taking on the responsibilities of the Chief Compliance Officer in the Chief Compliance Officer’s absence.

 

B.

Training and Education. The Chief Compliance Officer shall be responsible for training and educating employees regarding the Code. Such training shall be mandatory for all employees and shall occur as determined necessary by the Chief Compliance Officer and at least annually.

 

C.

Annual Review. The Chief Compliance Officer shall review the adequacy of the Code and the effectiveness of its implementation as the Chief Compliance Officer deems appropriate and at least annually.

 

16


D.

Report to Management Committee. The Chief Compliance Officer shall provide a quarterly report to Frontier’s Management Committee showing the review of all employee personal trading activity. Such report shall include a full discussion of any material violations of the Code.

 

E.

Reporting Potential Violations/Wrongdoing. All Access Persons are required to act honestly and ethically in support of the culture of integrity that we have all fostered within Frontier. Since every Access Person is a valued member of the team which makes up Frontier, this broad requirement includes acting in what each individual believes to be Frontier’s best interest, which includes reporting any concerns regarding any potential violations of any applicable law, rule or policy, or any other potential wrongdoing, by Frontier, any of our employees or any of our service providers. If Frontier’s management is unaware of such activities, these potential violations may ultimately have an adverse effect on all of us as members of Frontier.

Accordingly, every employee of Frontier is required to report any potential violations of any applicable law, rule or policy, or other potential wrongdoing, including “apparent” or “suspected” violations, promptly to the Chief Compliance Officer. In addition, any supervisor or member of management who received a report of a potential violation or wrongdoing must immediately inform the Chief Compliance Officer. If the Chief Compliance Officer is involved in the potential violation or wrongdoing, the employee may report the matter to a member of the Management Committee.

“Violations” should be interpreted broadly, and may include, but are not limited to, such items as:

 

   

Noncompliance with laws, rules and regulations applicable to the business of Frontier;

 

   

fraud or illegal acts involving any aspect of Frontier’s business;

 

   

material misstatement in regulatory filings, internal books and records, client records or reports;

 

   

activity that is harmful to clients, including any fund shareholders; and

 

   

deviations from required internal controls, policies and procedures that safeguard clients and Frontier

All such reports will be taken seriously, investigated promptly and appropriately, and treated confidentially to the extent permitted by law.

Investigation and Sanctions. Potential violations shall be promptly investigated by the Chief Compliance Officer and/or a member of the Management Committee. During the course of the investigation, the Chief Compliance Officer or Management Committee member will be in contact with the reporting Access Person to inform the Access Person of the status of the investigation. In addition, the reporting Access Person may check with the investigator on the status at any time.

 

17


Following Frontier’s investigation, Access Persons who are deemed to have committed any violations or other wrongdoing may be subject to disciplinary action including, but not limited to: (i) having the Access Person’s employment responsibilities reviewed and changed, including demotion; (ii) oral or written reprimand; (iii) forfeit of any trading profits or other compensation or monetary benefits or fines; (iv) suspension of personal trading privileges; (v) suspension of employment; and or (vi) termination. Violation of the Code or these procedures may also result in criminal prosecution or civil action. (See also “Part VIII. “Code of Ethics Sanctions Guidelines” below.)

Retaliation. Retaliation of any type against an Access Person who reports a suspected violation or assists in the investigation of such conduct (even if the conduct is not found to be a violation) is strictly prohibited and constitutes a further violation of the Code and these procedures.

Guidance. All Access Persons are encouraged (and have the responsibility) to ask questions and seek guidance from the Chief Compliance Officer or a member of the Management Committee with respect to any action or transaction that may constitute a violation and to refrain from any action or transaction which might lead to the appearance of a violation. The Chief Compliance Officer will also provide periodic training to Frontier’s Access Persons regarding the requirements of these policies and procedures.

Nothing in this Code or in any other agreements you may have with Frontier is intended to or shall preclude or impede you from cooperating with any governmental or regulatory entity or agency in any investigation, or from communicating any suspected wrongdoing or violation of law to any such entity or agency, including, but not limited to, reporting pursuant to the “whistleblower rules” promulgated by the Securities Exchange Commission (Security Exchange Act Rules 21F-1, et seq.).

 

F.

Further Information Regarding the Code. You should contact the Chief Compliance Officer to obtain any additional information about compliance and ethical issues.

PART VII. REPORTING EMPLOYEE SECURITIES TRANSACTIONS

Subject to the exceptions found in the Code of Ethics, all employee transactions require pre-clearance of trading activity and delivery of confirmations to the Compliance Department. Records of all such transactions and the corresponding confirmations and statements will be maintained and reviewed at least quarterly by the Compliance Department.

Records that are required to be kept by the Firm with respect to securities transactions by its Access Persons (as that term is defined in the Code of Ethics) must contain the title and amount of the security involved, the date and nature of the transaction (purchase, sale, acquisition), the price at which the transaction was effected, and the name of the broker with

 

18


whom the transaction was effected. It is permissible to include in such records a disclaimer where appropriate to the effect that the recording of a transaction pursuant to Rule 204-2 should not be construed as an admission that the Firm or the Access Person has any direct or indirect beneficial ownership in the securities concerned.

General Guidelines

 

1.

The Compliance Department shall review all reports of personal securities transactions and compare such reports with pre-clearance forms and with completed client portfolio transactions.

 

2.

The Chief Compliance Officer or his designee will determine whether non-compliance with the Code of Ethics and/or other applicable trading procedures may have occurred.

 

3.

A summary of personal trades will be reviewed periodically by the Chief Compliance Officer. A summary report of violations, if any, and any action taken as of result of such violations will be submitted to the Management Committee.

 

4.

The Code of Ethics will be distributed initially upon employment and then annually to all employees for review and signature.

PART VIII. CODE OF ETHICS SANCTION GUIDELINES

Violations of the Code of Ethics will be addressed by Frontier’s Chief Compliance Officer and his designees, and/or by the Management Committee. Violations of any of the enclosed policies or procedures may result in disciplinary sanctions, up to and including fines, disgorgement of profits, suspension of personal trading privileges, termination of employment, and notification of appropriate governmental or regulatory authorities. Where applicable, the Management Committee will determine the amount of monetary fines.

NOTE: Sanctions will be applied whether the violation was committed by the employee or any Family/Household member of the employee, as Family/Household member is defined within the Code.

 

19


Definitions

These terms have special meanings in this Code of Ethics:

Access Person

Affiliated Mutual Funds

Beneficial Ownership

Chief Compliance Officer

Covered Security

Discretionary Account

Family/Household

Reporting Forms

Restricted List

The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as “beneficial ownership”) are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, “beneficial ownership” has a different meaning in this Code of Ethics than it does in the SEC’s rules for proxy statement disclosure of corporate directors’ and officers’ stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT: If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer. Please do not guess at the answer.

Access Person includes all employees of the Firm. The Firm, at the Chief Compliance Officer’s discretion, may also subject certain individuals, including interns, co-ops, temporary employees, contract employees or independent contractors to any part or all of the Firm’s Code of Ethics and its requirements.

Affiliated Mutual Funds means any mutual fund to which Frontier or an AMG affiliate acts as investment adviser or sub-adviser. The Chief Compliance Officer will, from time to time, provide a current list of Affiliated Mutual Funds.

Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), even if you don’t share in the profits.

Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial or “street name” accounts.

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or “street name” account).

 

20


Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a “blind trust” or Discretionary Account.

Securities in a person’s individual retirement account.

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.

Securities owned by a trust of which the person is either a trustee or a beneficiary.

Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

Securities owned by an investment club in which the person participates.

This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation. For purposes of this Code, securities with a market cap greater than $25 billion are excluded from the Restricted List.

Chief Compliance Officer means the person listed on the Advisor’s current Form ADV filed with the Securities and Exchange Commission as the Chief Compliance Officer. The Chief Compliance Officer may designate another person to perform the functions of Chief Compliance Officer when he is not available.

Covered Security means anything that is considered a “security” under the Investment Company Act of 1940, except:

Direct obligations of the U.S. Government.

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

Shares of open-end investment companies that are registered under the Investment Company Act (except Affiliated Mutual Funds)

Shares of money market funds.

 

21


This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as “securities,” such as:

options on securities, on indexes and on currencies.

investments in all kinds of limited partnerships.

investments in foreign unit trusts and foreign mutual funds.

investments in private investment funds and limited partnerships (note that investments in private investment funds and limited partnerships advised by the Firm are not subject to the prohibitions and pre-clearance requirements set forth in Sections B, 1 and 2 of Part II or the blackout provisions set forth in Part III of this Code).

For the purposes of this Code of Ethics, exchange traded funds are considered Covered Securities and must be reported.

If you have any question or doubt about whether an investment is considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.

Discretionary Account is an account: (a) for which an Access Person has granted a trustee or a discretionary third-party manager investment authority over the account; and (b) over which the Access Person has no direct or indirect influence or control with respect to purchases or sales of securities or allocations of investments (e.g. the holder does not make security recommendations to the third-party).

Family/Household means the following members:

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

Your children under the age of 18.

Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support).

Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

Comment - There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person’s support. Second, members of your household could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for client accounts, and must not be allowed to benefit from that information.

 

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Reporting Forms means the various documents that Access Persons may be required to complete upon being subject to the Code, including a listing of securities holdings and brokerage accounts and a disciplinary questionnaire.

Restricted List means the list of securities, both equities and fixed income, for all of Frontier’s investment strategies that are held in Frontier’s client accounts.

December 2018

 

23

CODE OF ETHICS

CAUSEWAY CAPITAL MANAGEMENT TRUST

and

CAUSEWAY CAPITAL MANAGEMENT LLC

I. INTRODUCTION

A. Standards of Conduct. This Code of Ethics has been adopted by the Trust and the Adviser in compliance with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act. Capitalized terms used in this Code are defined in Appendix 1 to this Code. All Appendixes referred to herein are attached to and are a part of this Code.

This Code is based on the principles that the trustees, managers, officers, and employees of the Trust and the Adviser have a fiduciary duty to the Trust and that the board of managers, officers, and employees of the Adviser or its parent holding company also have a fiduciary duty to the Adviser’s other clients. Fiduciaries owe their clients duties of loyalty, honesty, good faith and fair dealing. As fiduciaries, Covered Persons must at all times:

1. Place the interests of the Funds and Private Accounts first. Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of the Funds and Private Accounts. Covered Persons may not induce or cause a Fund or Private Account to take action, or not to take action, for personal benefit, rather than for the benefit of the Fund or Private Account. For example, a Covered Person would violate this Code by causing a Fund or Private Account to purchase a Security he or she owned for the purpose of increasing the price of that Security or by Market Timing Funds or Private Accounts.

2. Avoid taking inappropriate advantage of their positions. Covered Persons may not, for example, use their knowledge of portfolio transactions to profit by the market effect of such transactions. Receipt of investment opportunities, perquisites, or gifts from persons seeking business with the Trust or the Adviser could call into question the exercise of a Covered Person’s independent judgment.

3. Conduct all personal Securities Transactions in full compliance with this Code including the reporting requirements. All personal Securities Transactions must be conducted consistent with this Code and in such a manner as to avoid actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. Doubtful situations should be brought to the attention of the Compliance Officer (or a designee) and resolved in favor of the Funds and Private Accounts.

4. Comply with all applicable federal securities laws. Covered Persons must comply with all applicable federal securities laws. It is prohibited for a Covered Person, in connection with the purchase or sale, directly or indirectly, by the person of a Security held or to be acquired by a Fund or Private Account:

 

  (i)

To employ any device, scheme or artifice to defraud a Fund or Private Account;

 

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  (ii)

To make any untrue statement of a material fact to a Fund or Private Account or omit to state a material fact necessary in order to make the statements made to a Fund or Private Account, in light of the circumstances under which they are made, not misleading;

 

  (iii)

To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a Fund or Private Account; or

 

  (iv)

To engage in any manipulative practice with respect to a Fund or Private Account.

This Code does not attempt to identify all possible conflicts of interest, and literal compliance with each of its specific provisions will not act as a shield from liability for personal trading or other conduct that violates a fiduciary duty to Fund shareholders or Private Account clients.

Violations of the Code must be reported promptly to the Compliance Officer. Failure to comply with the Code may result in sanctions, including termination of employment.

B. Appendixes to the Code. The Appendixes to this Code are attached to and are a part of the Code. The Appendixes include the following:

 

  1.

Definitions (Appendix 1),

 

  2.

Contact Persons (Appendix 2),

 

  3.

Certification of Compliance with Code of Ethics (Appendix 3 and 3-I),

 

  a)

Personal Securities Holdings and Accounts Disclosure Form (Appendix 3-A)

 

  4.

Form Letter to Broker, Dealer or Bank (Appendix 4).

 

  5.

Report of Securities Transactions (Appendix 5)

 

  6.

Initial Public Offering / Private Placement Clearance Form (Appendix 6)

C. Application of the Code to Independent Fund Trustees. The following provisions do not apply to Independent Fund Trustees and their Immediate Families.

 

  1.

Personal Securities Transactions (Section II)

 

  2.

Initial, Quarterly and Annual Holdings Reporting Requirements (Section III.A)

II. PERSONAL SECURITIES TRANSACTIONS

A. Prohibited Transactions.

1. Prohibited Securities Transactions. The following Securities Transactions are prohibited and will not be authorized by the Compliance Officer (or a designee) absent exceptional circumstances. The prohibitions apply only to the categories of persons specified.

a. Pending Buy or Sell Orders (Investment Personnel and Access Persons). Any purchase or sale of Securities (except Funds) by Investment Personnel or Access Persons on any day during which any Fund or Private Account has a pending “buy” or “sell” order in the same Security (or Equivalent Security) until that order is executed or withdrawn.

 

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This prohibition applies whether the Securities Transaction is in the same direction (e.g., two purchases) or the opposite direction (a purchase and sale) as the transaction of the Fund or Private Account. See exemption in Section II.B.2.

b. Seven-Day Blackout (Investment Personnel and Access Persons). Purchases or sales of Securities (except Funds and registered open-end investment companies that are not ETFs) by Investment Personnel or Access Persons within seven calendar days before and after a purchase or sale of the same Securities (or Equivalent Securities) by any Fund or Private Account. For example, if a Fund or Private Account trades a Security on day one, day eight is the first day any Investment Personnel or Access Persons may trade that Security (or Equivalent Security) for an account in which he or she has a beneficial interest. This prohibition applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. This prohibition also does not apply where a personal trade follows or precedes a Fund or Private Account trade to purchase or sell a basket of securities to invest cash or raise cash (e.g., program trades or cash equitization trades). Investment Personnel and Access Persons may not cause a Fund or Private Account to refrain from trading in order to avoid the application of this prohibition. See exemption in Section II.B.2.

c. Intention to Buy or Sell for a Fund or Private Account (Investment Personnel and Access Persons). Purchases or sales of Securities (except Funds) by an Access Person or Investment Person at a time when that Access Person or Investment Person intends, or knows of another’s intention, to purchase or sell that Security (or an Equivalent Security) on behalf of a Fund or Private Account. This prohibition also applies whether the Securities Transaction is in the same direction or the opposite direction as the transaction of the Fund or Private Account. This prohibition does not apply with respect to Fund or Private Account trades to purchase or sell a basket of securities to invest cash or raise cash (e.g., program trades or cash equitization trades).

d. Sixty Day Short-Term Trading Profit Restriction (Investment Personnel and Access Persons). Investment Personnel are prohibited from profiting from any purchase and sale, or sale and purchase, of a Security or Equivalent Security within sixty calendar days. All Access Persons are prohibited from profiting from any purchase and sale, or sale and purchase, of a Fund or Private Account within sixty calendar days.

e. Restricted List (Investment Personnel and Access Persons). Investment Personnel and Access Persons are prohibited from purchases or sales of Securities on the Adviser’s Restricted List, if any.

f. Holdings Restriction (Investment Personnel and Access Persons). Investment Personnel and Access Persons are prohibited from purchasing Securities or Equivalent Securities (except Funds and ETFs) currently held or sold short by any Fund or Private Account.

g. Excessive Trading (Investment Personnel and Access Persons). Excessive trading is strongly discouraged. Excessive trading means trading with a frequency that potentially imposes an administrative burden on the Compliance department, interferes with regular job duties, or adversely affects clients, as determined by the Compliance Officer in his or her discretion. In general, any Access Person engaging in more than 40 Securities Transactions in a quarter should expect additional scrutiny of his or her trades. The Compliance Officer monitors trading activity, and may limit the number of Securities Transactions by an Access Person during a given period. Notwithstanding the foregoing, this rule does not apply to Securities Transactions in an account that is managed by a broker or adviser with discretionary authority over the account.

 

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2. Always Prohibited Securities Transactions. The following Securities Transactions for Funds or Private Accounts are prohibited for all Access Persons and Investment Persons and will not be authorized under any circumstances.

a. Inside Information. Any transaction in a Security while in possession of material nonpublic information regarding the Security or the issuer of the Security. For more detailed information, see the Adviser’s Insider Trading Policy in its Compliance Policies and Procedures.

b. Market Manipulation. Transactions intended to raise, lower, or maintain the price of any Security or to create a false appearance of active trading.

c. Others. Any other transactions deemed by the Compliance Officer (or a designee) to involve a conflict of interest, possible diversions of a corporate opportunity, an appearance of impropriety, or an administrative burden, or determined by the Compliance Officer (or designee) in his or her discretion to be prohibited for any other reason.

3. Initial Public Offerings (Investment Personnel and Access Persons). Any purchase of Securities by Investment Personnel or Access Persons in an initial public offering (other than a new offering of a registered open-end investment company) or purchase of cryptocurrency tokens or Initial Coin Offerings (which may be analogous to IPOs) is only permitted if the Compliance Officer grants permission in advance after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the person’s position as an Investment Person or Access Person. If authorized, the Compliance Officer will maintain a record of the reasons for such authorization (see Appendix 6).

4. Private Placements (Investment Personnel and Access Persons). Acquisition of Beneficial Interests in Securities in a Private Placement by Investment Personnel or Access Persons is only permitted if the Compliance Officer (or a designee) grants permission in advance after considering, among other facts, whether the investment opportunity should be reserved for a Fund or Private Account and whether the opportunity is being offered to the person by virtue of the person’s position as an Investment Person or Access Person. If a Private Placement transaction is permitted, the Compliance Officer will maintain a record of the reasons for such approval (see Appendix 6). Investment Personnel who have acquired securities in a Private Placement are required to disclose that investment to the Compliance Officer when they play a part in any subsequent consideration of an investment in the issuer by a Fund or Private Account, and the decision to purchase securities of the issuer by a Fund or Private Account must be independently authorized by a Portfolio Manager with no personal interest in the issuer.

B. Exemptions.

1. The following Securities Transactions are exempt from the restrictions set forth in Section II.A.

 

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a. Mutual Funds. Securities issued by any registered open-end investment companies (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs);

b. No Knowledge. Securities Transactions where neither the Access Person nor Investment Person nor an Immediate Family member knows of the transaction before it is completed (for example, Securities Transactions effected for an Access Person or Investment Person by a trustee of a blind trust or by an automated or “robo” adviser without Access Person or Investment Person input or approval, or discretionary trades involving an investment partnership or investment club in which the Access Person or Investment Person is neither consulted nor advised of the trade before it is executed);

c. Certain Corporate Actions. Any acquisition of Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of Securities;

d. Rights. Any acquisition of Securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent the rights were acquired in the issue;

e. Charities and Inheritances. Any disposition of Securities (or Equivalent Securities) donated or transferred to charitable or similar organizations, or any acquisition of Securities (or Equivalent Securities) through inheritance or similar estate transfer processes. This exception does not apply to a donation where the Access Person or Investment Person knows that the recipient will immediately sell the Securities (or Equivalent Securities).

f. Miscellaneous. Any transaction in the following: (1) bankers’ acceptances, (2) bank certificates of deposit, (3) commercial paper, (4) high quality short-term debt, including repurchase agreements, (5) Securities that are direct obligations of the U.S. Government, (6) municipal bonds, and (7) other Securities as may from time to time be designated in writing by the Compliance Officer on the grounds that the risk of abuse is minimal or non-existent.

2. Personal Transactions in Securities that also are being purchased, sold or held by a Fund or Private Account are exempt from the prohibitions of Sections II.A.1. a, b and c if the Investment Person or Access Person does not, in connection with his or her regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of Securities by that Fund or Private Account.

3. Application to Commodities, Certain Futures, Options on Futures and Options on Broad-Based Indexes. Commodities, futures (including currency futures and futures on securities comprising part of a broad-based, publicly traded market based index of stocks, but not including futures on single securities) and options on futures are not subject to the prohibited transaction provisions of Section II.A., but are subject to the Code’s transaction reporting requirements.

4. Application to Currencies and Cryptocurrencies. Currencies, such as US Dollars or euros, are not Securities and are not subject to the Code. Similarly, cryptocurrencies, such as Bitcoin, which are a virtual or digital representation of value, are not Securities and are not subject to the Code. However, purchases of cryptocurrency tokens and ICOs are subject to preclearance, and, depending on the instrument, derivatives on tokens are subject to preclearance.

 

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III. REPORTING AND PRECLEARANCE REQUIREMENTS

A. Reporting and Preclearance Requirements for Access Persons and Investment Personnel

1. Preclearance Procedures. Access Persons and Investment Persons must obtain approval from the Compliance Officer prior to entering into any Securities Transactions (including IPOs and Private Placements) or purchases or sales of cryptocurrency tokens or ICOs (which are subject to the same procedures as Securities Transactions below), except that preclearance is not required for the exempt Securities Transactions set forth in Section II.B or for Securities Transactions in Funds or federal Thrift Savings Plan funds. Access Persons and Investment Persons may preclear Securities Transactions only where they have a present intent to transact in the Security.

To preclear a Securities Transaction, an Access Person or Investment Person shall communicate his or her request to the Compliance Officer and provide the following information:

 

  a)

Issuer name;

 

  b)

Type of security (stock, bond, note, etc.); and

 

  c)

Nature of transaction (purchase or sale).

Approval of a Securities Transaction, once given, is effective only for two business days or until the employee discovers that the information provided at the time the transaction was approved is no longer accurate, whichever is shorter.

2. Initial Holdings and Accounts Report. Every Access Person and Investment Person must submit within 10 days of becoming an Access Person or Investment Person an Initial Holdings and Accounts Report (see Appendix 3-A) to the Compliance Officer listing all Securities accounts and Securities that he or she holds in such accounts in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Initial Holdings and Accounts Report must be current as of a date not more than 45 days prior to the date the person becomes an Access Person or Investment Person.

3. Quarterly Reporting Requirements. Every Access Person and Investment Person (and Immediate Family member) must arrange for the Compliance Officer to receive directly from any broker, dealer, or bank that effects any Securities Transaction, duplicate copies of each confirmation for each such transaction and periodic statements for each brokerage account in which such Access Person or Investment Person (and Immediate Family member) has a Beneficial Interest. Attached hereto as Appendix 4 is a form of letter that may be used to request such documents from such entities. All copies must be received no later than 30 days after the end of the calendar quarter. Each confirmation or statement must disclose the following information:

 

  a)

the date of the transaction;

 

  b)

the title (and exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable);

 

  c)

the number of shares and principal amount;

 

  d)

the nature of the transaction (e.g., purchase or sale);

 

  e)

the price of the Security; and

 

  f)

the name of the broker, dealer or bank through which the trade was effected.

 

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If an Access Person or Investment Person (or Immediate Family member) is not able to arrange for duplicate confirmations and periodic statements to be sent that contain the information required above, or if a transaction is consummated without an intermediary, he or she must submit a quarterly transaction report (see Appendix 5) within 30 days after the completion of each calendar quarter to the Compliance Officer.

4. Every Access Person or Investment Person who establishes a Securities account during the quarter in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest must submit an Account Report (see Appendix 5) to the Compliance Officer. This report must be submitted to the Compliance Officer within 30 days after the completion of each calendar quarter.

5. Annual Holdings and Accounts Report. Every Access Person and Investment Person must annually submit an Annual Holdings and Accounts Report (see Appendix 3-A) listing all Securities accounts and Securities in which that Access Person or Investment Person (or Immediate Family member) has a Beneficial Interest. The information in the Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.

6. An Access Person or Investment Person is not required to report Securities accounts that may only hold open-end mutual funds (except ETFs); however, an Access Person or Investment Person is required to report Securities accounts that are permitted to hold other Securities or ETFs even if the Securities account does not currently hold other Securities or ETFs.

B. Reporting Requirements for Independent Fund Trustees

Each Independent Fund Trustee (and his or her Immediate Family) must report to the Compliance Officer any trade in a Security by any account in which the Independent Fund Trustee has any Beneficial Interest if the Independent Fund Trustee knew or, in the ordinary course of fulfilling his or her duty as a Trustee of the Trust, should have known that during the 15-day period immediately preceding or after the date of the transaction in a Security by the Trustee such Security (or an Equivalent Security) was or would be purchased or sold by a Fund or such purchase or sale by a Fund was or would be considered by the Fund, except with respect to purchases or sales of a basket of securities to invest cash or raise cash (e.g., program trades or cash equitization trades). Independent Fund Trustees who need to report such transactions should refer to the procedures outlined in Section III.A.2.

C. Exemptions, Disclaimers and Availability of Reports

1. Exemptions.

(a) A Securities Transaction involving the following circumstances or Securities is exempt from the reporting requirements discussed above: (1) neither the Access Person or Investment Person nor an Immediate Family member had any direct or indirect influence or control over the transaction; (2) Securities directly issued by the U.S. Government; (3) bankers’ acceptances; (4) bank certificates of deposit; (5) commercial paper; (6) high quality short-term debt instruments, including repurchase agreements; and (7) shares issued by open-end mutual funds (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs).

(b) An Access Person or Investment Person shall not be required to make a transaction report under Section III.A. to the extent that information in the report would duplicate information recorded by the Adviser pursuant to Rule 204-2(a)(13) of the Advisers Act.

 

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(c) With respect to transactions effected pursuant to an Automatic Investment Plan, Access Persons and Investment Persons need not make quarterly transaction reports under Section III.A.

2. Disclaimers. Any report of a Securities Transaction for the benefit of a person other than the individual in whose account the transaction is placed may contain a statement that the report should not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.

3. Availability of Reports. All information supplied pursuant to this Code may be made available for inspection to the Board of Trustees of the Trust, the management of the Adviser, the Compliance Officer, any party to which any investigation is referred by any of the foregoing, the SEC, any self-regulatory organization of which the Adviser is a member, any state securities commission or regulator, and any attorney or agent of the foregoing or of the Trust.

IV. FIDUCIARY DUTIES

A. Confidentiality. Covered Persons are prohibited from revealing information relating to the investment intentions or activities of the Funds or Private Accounts except to persons whose responsibilities require knowledge of the information.

B. Corporate Opportunities. Access Persons and Investment Persons may not take personal advantage of any opportunity properly belonging to the Funds or Private Accounts. This includes, but is not limited to, acquiring Securities for one’s own account that would otherwise be acquired for a Fund or Private Account.

C. Undue Influence. Covered Persons may not cause or attempt to cause any Fund or Private Account to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the Covered Person. If a Covered Person (or Immediate Family member) stands to benefit materially from an investment decision for a Fund or Private Account which the Covered Person is recommending or participating in, the Covered Person must disclose to those persons with authority to make investment decisions for the Fund or Private Account (or, if the Covered Person in question is a person with authority to make investment decisions for the Fund or Private Account, to the Compliance Officer) any Beneficial Interest that the Covered Person (or Immediate Family member) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the Covered Person (or Immediate Family member) or the appearance of impropriety. The person to whom the Covered Person reports the interest, in consultation with the Compliance Officer, must determine whether or not the Covered Person will be restricted in making investment decisions.

V. COMPLIANCE WITH THIS CODE OF ETHICS

A. Compliance Officer Review

1. Monitoring of Personal Securities Transactions. The Compliance Officer will review personal Securities Transactions and holdings reports made pursuant to Section III.

2. Investigating Violations of the Code. The Compliance Officer will investigate any suspected violation of the Code and report the results of each investigation to the Chief Operating Officer of the Adviser. The Chief Operating Officer together with the Compliance Officer will review the results of any investigation of any reported or suspected violation of the Code.

 

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3. Annual Reports. At least annually, the Compliance Officer must furnish to the Trust’s Board of Trustees, and the Board of Trustees must consider, a written report that (1) describes any issues arising under this Code or procedures since the last report to the Board of Trustees, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations, and (2) certifies that the Fund and the Adviser have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.

B. Remedies

1. Sanctions. If the Compliance Officer and the Chief Operating Officer of the Adviser determine that a Covered Person has committed a violation of the Code following a report of the Compliance Officer, the Compliance Officer and the Chief Operating Officer of the Adviser may impose sanctions and take other actions as they deem appropriate, including a letter of caution, suspension of personal trading rights, suspension of employment (with or without compensation), fine, civil referral to the SEC, criminal referral, and termination of the employment of the violator for cause. Absent exceptional circumstances, an Access Person’s first violation of the Code would result in a 30-day suspension of personal trading privileges, a second violation within a five year period would result in a 90-day suspension of personal trading privileges, and a third violation within a five year period would result in a 2-year suspension of trading privileges. For these purposes, violations would be measured from the date the violation occurred and include, for accumulation purposes, past violations. A suspension of trading privileges would generally entail a prohibition from purchasing Securities, but would not prohibit purchases of registered open-end investment companies and would not prohibit sales of Securities or purchases of Securities to cover short positions.

The Compliance Officer and the Chief Operating Officer of the Adviser also may require the Covered Person to reverse the trade(s) in question and forfeit any profit or absorb any loss derived therefrom. The amount of profit shall be calculated by the Compliance Officer and the Chief Operating Officer of the Adviser. Such profit and any other monetary fine imposed hereunder shall be paid by the Covered Person to the Adviser and forwarded by the Adviser to a charitable organization selected by the Compliance Officer and the Chief Operating Officer of the Adviser. The Compliance Officer and the Chief Operating Officer of the Adviser may not review his or her own transaction.

2. Sole Authority. The Compliance Officer and the Chief Operating Officer of the Adviser have sole authority, subject to the review set forth in Section V.B.1 above, to determine the remedy for any violation of the Code, including appropriate disposition of any monies forfeited pursuant to this provision. Failure to promptly abide by a directive to reverse a trade or forfeit profits may result in the imposition of additional sanctions.

C. Exceptions to the Code. Exceptions to the Code will rarely, if ever, be granted. The Compliance Officer may grant exceptions to the requirements of the Code on a case by case basis if the Compliance Officer finds that the proposed conduct involves negligible opportunity for abuse, or upon a showing by the employee that he or she would suffer extreme financial hardship should an exception not be granted. Should the subject of the exception request involve a Securities Transaction, a change in the employee’s investment objectives, tax strategies, or special new investment opportunities would not constitute acceptable reasons for an exception. Any exceptions granted must be in writing.

 

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D. Compliance Certification. The Adviser shall provide each Covered Person with a copy of the Code of Ethics and any amendments. Each Access Person and Investment Person shall certify that he or she has received, read and understands the Code and any amendments by executing the Certification of Compliance with the Code of Ethics form (see Appendix 3). In addition, on an annual basis, all Access Persons and Investment Persons will be required to re-certify on such form (see Appendix 3) that they have read and understand the Code and any amendments, that they have complied with the requirements of the Code, and that they have reported all Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code. Independent Fund Trustees and members of the board of managers of the Adviser’s parent holding company should complete Appendix 3-I only.

E. Inquiries Regarding the Code. The Compliance Officer will answer any questions about the Code or any other compliance-related matters.

DATED: April 25, 2005

REVISED: November 1, 2005; January 30, 2006; January 28, 2008; February 1, 2010; August 2, 2010; August 10, 2010; July 1, 2013; June 30, 2015; June 30, 2016; December 29, 2017; June 29, 2018; June 3, 2019

 

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Appendix 1

DEFINITIONS

1940 Act” means the Investment Company Act of 1940, as amended.

Access Person” means any officer, general partner or Advisory Person of the Trust or the Adviser; provided, that the employees of SEI Investments Global Funds Services and its affiliates (collectively, “SEI”) shall not be deemed to be “Access Persons” as their trading activity is covered by the Code of Ethics adopted by SEI in compliance with Rule 17j-1 under the 1940 Act. Unless otherwise determined by the Compliance Officer in writing, Independent Fund Trustees and members of the board of managers of the Adviser’s parent holding company who are not Advisory Persons are deemed not to be Access Persons under this Code on the grounds that they do not have regular access to information or recommendations regarding the purchase or sale of Securities by Funds or Private Accounts and the risk of abuse is deemed minimal.

Adviser” means Causeway Capital Management LLC.

Advisers Act” means the Investment Advisers Act of 1940, as amended.

Advisory Person” means

(1) any trustee, member of the board of managers of the Adviser’s parent holding company, or officer, general partner or employee of the Adviser or the Trust (or of any company in a Control relationship with such companies) who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to information regarding the purchase or sale of Securities by, or the nonpublic portfolio holdings of, the Funds or Private Accounts, or has access to or whose functions relate to the making of any recommendations with respect to such purchases or sales, and

(2) any natural person in a Control relationship to the Trust or the Adviser who obtains information concerning recommendations made to the Funds or Private Accounts with respect to the purchase or sale of Securities by the Funds or Private Accounts.

Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

Beneficial Interest” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. A Covered Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

Code” means this Code of Ethics, as it may be amended from time to time.

Compliance Officer” means the Chief Compliance Officer of the Adviser and the Trust and the persons designated in Appendix 2, as such Appendix shall be amended from time to time.

 

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Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

Covered Person” means any Access Person, Investment Person, Independent Fund Trustee, member of the board of managers of the Adviser’s parent holding company, or member, officer or employee of the Adviser or its parent holding company.

Equivalent Security” means any Security issued by the same entity as the issuer of a subject Security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, futures on single securities, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities and futures on single securities are included even if, technically, they are issued by the Options Clearing Corporation, a futures clearing authority, or a similar entity.

ETF” means exchange-traded fund.

Fund” means a portfolio of the Trust.

Immediate Family” of a person means any of the following persons who reside in the same household as such person:

 

        child    grandparent    son-in-law
        stepchild    spouse    daughter-in-law
        grandchild    sibling    brother-in-law
        parent    mother-in-law    sister-in-law
        stepparent    father-in-law   

Immediate Family includes adoptive relationships and any other relationship (whether or not recognized by law) which the Compliance Officer determines could lead to the possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety which this Code is intended to prevent.

Independent Fund Trustee” means a trustee of the Trust who is not an “interested person” as that term is defined in Section 2(a)(19) of the 1940 Act.

Initial Coin Offering” or “ICO”, which may also be referred to as a “token” offering, is similar to an IPO and used to raise capital, often providing the buyer certain rights once issued.

Initial Public Offering” or “IPO” is an offering of securities registered under the Securities Act of 1933 by an issuer who immediately before the registration of such securities was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

Investment Personnel” and “Investment Person” mean (1) employees of the Adviser or the Trust (or of any company in a Control relationship to such companies) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities, or (2) any natural person who Controls the Adviser or the Trust and who obtains information concerning recommendations made to the Funds or Private Accounts regarding the purchase and sale of Securities by the Funds or Private Accounts. References to Investment Personnel include without limitation Portfolio Managers.

Market Timing” means transactions deemed by the Compliance Officer to constitute the short-term buying and selling of shares of Funds or Private Accounts to exploit pricing inefficiencies.

 

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Portfolio Manager” means a person who has or shares principal day-to-day responsibility for managing the portfolio of a Fund or Private Account.

Private Account” means the portion of a portfolio of a private client or mutual fund client for which the Adviser serves as investment adviser or subadviser.

Private Placement” means a limited offering exempt from registration pursuant to Rules 504, 505 or 506 or under Section 4(2) or 4(6) of the Securities Act of 1933.

Restricted List” means the list of companies maintained by the Compliance Officer about which the Adviser or its affiliates potentially possess material nonpublic information.

SEC” means the Securities and Exchange Commission.

Security” means a security as defined in Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, including, but not limited to, stock, notes, bonds, debentures, and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments of the foregoing, such as options and warrants. “Security” does not include futures and options on futures (except for single security futures and options on futures), but the purchase and sale of such instruments are nevertheless subject to the reporting requirements of the Code. “Security” also does not include currencies or cryptocurrencies, but the purchase and sale of ICOs and tokens are nevertheless subject to the reporting requirements of the Code.

Securities Transaction” means a purchase or sale of Securities in which a person (or Immediate Family member of such person) has or acquires a Beneficial Interest.

Trust” means Causeway Capital Management Trust, an investment company registered under the 1940 Act for which the Adviser serves as investment adviser.

 

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Appendix 2

CONTACT PERSONS

COMPLIANCE OFFICER

 

  1.

Kurt J. Decko, Chief Compliance Officer

 

  2.

Turner Swan, General Counsel/Compliance Officer

 

  3.

Nicolas Chang, Senior Compliance Officer

No Compliance Officer is permitted to preclear or review his/her own transactions or reports under this Code.


Appendix 3

CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS

I acknowledge that I have received the Code of Ethics dated June 3, 2019, and certify that:

1. I have read the Code of Ethics and any amendments and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.

2. In accordance with Section III.A of the Code of Ethics, I will report or have reported all Securities Transactions in which I have, or a member of my Immediate Family has, a Beneficial Interest, except for transactions exempt from reporting under Section III.C.

3. I have listed on Appendix 3-A of this form all accounts and securities in which I have, or any member of my Immediate Family has, any Beneficial Interest.

4. I will comply or have complied with the Code of Ethics in all other respects.

5. I agree to disgorge and forfeit any profits on prohibited transactions in accordance with the requirements of the Code of Ethics.

 

 

Access Person’s/Investment Person’s Signature

 

Print Name

Date:____________________


Appendix 3-A

PERSONAL SECURITIES HOLDINGS and ACCOUNTS DISCLOSURE FORM

(for use as an Initial or Annual Holdings and Accounts Report)

Pursuant to Section III.A.1 or III.A.3 of the Code of Ethics, please list all Securities accounts and Securities holdings for each Securities account in which you or your Immediate Family member has a Beneficial Interest. You do not need to list those Securities that are exempt pursuant to Section III.C.

 

Is this an Initial or Annual Report?                                                                 
Name of Access Person/Investment Person:                                                                 
Name of Account Holder:                                                                 
Relationship to Access Person/Investment Person:                                                                 

SECURITIES HOLDINGS:

Attach to this Report your most recent account statement and/or list Securities held below:

 

Title and type of Security (and

exchange ticker symbol or CUSIP

number)

  

No. of Shares

  

Principal Amount

  

Name of Broker/Dealer/Bank

1.

        

2.

        

3.

4.

5.

        

(Attach separate sheets as necessary)

SECURITIES ACCOUNTS:

 

Account Name

  

Account Number

  

Date Account Opened

  

Name of Broker/Dealer/Bank

1.

        

2.

        

3.

        

4.

        

(Attach separate sheets as necessary)

I certify that this Report and the attached statements (if any) constitute all the Securities accounts and Securities that must be reported pursuant to this Code.

 

 

                                  
Access Person/Investment Person Signature      

 

     

 

Print Name       Date


Appendix 3-I

CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS

(Independent Fund Trustees

and

members of the board of managers of the Adviser’s parent holding company)

I acknowledge that I have received the Code of Ethics dated June 3, 2019, and certify that:

1. I have read the Code of Ethics and any amendments, and I understand that it applies to me and to all accounts in which I or a member of my Immediate Family has any Beneficial Interest.

2. I will report or have reported all Securities Transactions required to be reported under Section III.B of the Code in which I have, or a member of my Immediate Family has, a Beneficial Interest (Independent Fund Trustees only).

3. I will comply or have complied with applicable provisions of the Code of Ethics in all other respects.

 

 

Independent Fund Trustee/Manager Signature

 

Print Name

Date:__________________


Appendix 4

Form of Letter to Broker, Dealer or Bank

<Date>

<Broker Name and Address>

Subject: Account # _________________

Dear ________________:

Causeway Capital Management LLC (“Adviser”), my employer, is a registered investment adviser. In connection with the Code of Ethics adopted by the Adviser, I am required to request that you send duplicate confirmations of individual transactions as well as duplicate periodic statements for the referenced account to my employer. Please note that the confirmations and/or periodic statements must disclose the following information:

 

  1)

date of the transaction;

 

  2)

the title of the security (including exchange ticker symbol or CUSIP number, interest rate and maturity date, as applicable);

 

  3)

the number of shares and principal amount;

 

  4)

the nature of the transaction (e.g., purchase or sale);

 

  5)

the price of the security; and

 

  6)

the name of the firm effecting the trade.

If you are unable to provide this information, please let me know immediately. Otherwise, please address the confirmations and statements directly to:

Kurt J. Decko

Chief Compliance Officer

Causeway Capital Management LLC

11111 Santa Monica Blvd., 15th Floor

Los Angeles, CA 90025

Your cooperation is most appreciated. If you have any questions regarding these requests, please contact me or Mr. Decko at (310) 231-6181.

 

Sincerely,
<Name of Access Person/Investment Person>


Appendix 5

REPORT OF SECURITY TRANSACTIONS

FOR QUARTER ENDED                                        

Investment Persons and Access Persons: You do not need to report transactions in 1) direct obligations of the U.S. Government, 2) bankers’ acceptances, bank CDs, commercial paper, high quality short-term debt instruments, including repurchase agreements, 3) shares of an open-end investment company (excluding Funds and mutual fund clients for which the Adviser serves as investment adviser or subadviser and ETFs), 4) transactions for which you had no direct or indirect influence or control; and 5) transactions effected pursuant to an Automatic Investment Plan.

Independent Fund Trustees: If you are an Independent Fund Trustee, then you only need to report a transaction if you, at the time of that transaction, knew or, in the ordinary course of fulfilling your official duties as a Trustee to the Trust, should have known that, during the 15-day period immediately before or after your transaction in a Security:

 

  1)

a Fund purchased or sold such Security or

 

  2)

a Fund or the Adviser considered purchasing or selling such Security.

Note that purchases or sales of a basket of securities by a Fund to invest cash or raise cash (e.g., program trades or cash equitization trades) do not trigger a reporting obligation.

Disclose all Securities Transactions for the period covered by this report:

 

Title of Security*

  

Number

Shares

  

Date of

Transaction

  

Price at
Which
Effected

  

Principal
Amount

  

Bought
or Sold

  

Name of
Broker/Dealer/Bank

                               
                               
                               

 

*

Please disclose the interest rate or maturity date and exchange ticker symbol or CUSIP number, as applicable.

Did you establish any securities accounts during the period covered by this report? ___ Yes ___ No

If Yes, please complete the following:

June 3, 2019


Name of Broker

  

Date of

Account Opening

  

Account Number

     
     
     

 

____

The above is a record of every Securities Transaction or account opened which I had, or in which I acquired, any direct or indirect Beneficial Interest during the period indicated above.

 

____

I certify that the Compliance Officer has received confirmations or account statements pertaining to all Securities Transactions executed that disclose the information required above, and has received notice of any accounts opened, during the period covered by this report.

 

____

I have nothing to report for the period covered by this report.

 

Date:  

 

                          Signature:   

 

June 3, 2019


Appendix 6

INITIAL PUBLIC OFFERING / PRIVATE PLACEMENT

CLEARANCE FORM

(for the use of the Compliance Officer only)

The Code for the Trust and the Adviser prohibits any acquisition of Securities in an Initial Public Offering (other than shares of open-end investment companies) and Private Placement by any Investment Person or Access Person unless permitted by the Compliance Officer. In these instances, a record of the rationale supporting the approval of such transactions must be completed and retained for a period of five years after the end of the fiscal year in which approval is granted. This form should be used for such recordkeeping purposes; the Compliance Officer’s signature on an appropriate preclearance form for such securities also shall suffice for record keeping purposes.

 

Name:                                                                                                   
Date of Request                                                                         
Name of IPO / Private Placement:                                                                         
Date of Offering:                                                                         
Number of Shares/Interests                                                                         
Price:                                                                         
Name of Broker/Dealer/Bank                                                                         

 

___

I have cleared the IPO / Private Placement transaction described above.

Reasons supporting the decision to approve the above transaction:

 

 

Name of Compliance Officer

 

  Signature of Compliance Officer

 

                  Date

 

LOGO

CODE OF ETHICS

As a fiduciary, Breckinridge and its employees owe their undivided loyalty to their clients. We have a duty to act in the best interests of our clients and to make full and fair disclosure of material facts, particularly where the firm’s or employee’s interests may conflict with the client’s.

Breckinridge and its employees must comply with the spirit and the letter of applicable federal securities laws. Rule 204A-1 under the Investment Advisers Act of 1940 requires each registered investment adviser to adopt and implement a written code of ethics that sets forth standards of conduct and require compliance with applicable federal securities laws. As such, Breckinridge has adopted this Code of Ethics (the “Code”) which is designed to:

 

   

protect our clients by deterring misconduct;

 

   

educate employees regarding the firm’s expectations and the laws governing conduct;

 

   

remind employees that they are in a position of trust and must act with complete propriety at all times;

 

   

protect the reputation of the firm;

 

   

guard against violation of the securities laws; and

 

   

establish procedures to determine whether employees are complying with the firm’s ethical principles.

Covered Persons

The Code applies to all employees (“Supervised Persons”). Employees who have access to non-public information regarding investment recommendations or client purchases, sales and holdings will be deemed Access Persons, and will adhere to required personal securities transaction reporting and disclosures. Breckinridge considers all employees (excluding temporary employees) to be Access Persons. From time to time, Compliance may deem a temporary staff member an Access Person. Compliance will notify the temporary employee and the respective manager.

Board of Directors

Board members who are not employees of the firm are considered “independent directors.” They do not have access, and are not provided with access, to non-public information regarding investment recommendations, client trades or holdings. As such, independent directors are not considered Supervised Persons or Access Persons, and they are not subject to the regular reporting or preclearance requirements discussed in this policy. All Board members, including the independent directors, are required to comply with the Board’s conflicts of interest policy, which is signed annually by each member.

 

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Standards of Business Conduct

Breckinridge is retained by its clients to manage parts of their financial affairs and to represent their interests in many matters. We hold ourselves to the highest standards of fairness in all such matters. Our reputation reflects the quality of our employees and their dedication to excellence in serving our clients. As such, we expect all our employees to comply with the below business conduct standards, whether the conduct is covered by other specific policies and procedures.

 

   

All employees are expected to comply with applicable federal securities laws.

 

   

Employees must not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on the firm’s and their professional reputation, integrity, or competence.

 

   

All employees are expected to act with integrity, competence, dignity, and in an ethical manner when dealing with the public, clients, prospects, their employer, and their fellow employees.

 

   

All employees are expected to adhere to the highest standards with respect to any potential conflicts of interest with client accounts – simply stated, no employee should ever enjoy an actual or apparent benefit over the account of any client.

 

   

All persons associated with Breckinridge are expected to preserve the confidentiality of information that they may obtain in the course business and to use such information properly and not in any way adverse to our clients’ interests, subject to the legality of such information.

 

   

Our employees are expected to conduct their personal affairs in a prudent manner, avoiding any action that could compromise in any way their ability to deal objectively with our clients.

 

   

All employees are expected to practice, and encourage others to practice, in a professional and ethical manner that will reflect credit on themselves and the profession.

 

   

All employees are expected to maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals.

 

   

Employees must disclose any actual or potential conflicts of interest to avoid even the appearance of impropriety. This includes material personal interests or relationships with third parties that are doing business with Breckinridge or seeking to do business with Breckinridge. In such instances, the employee may not be allowed to participate in any decision-making involving the third party.

 

   

Research analysts, traders and portfolio managers have an obligation to disclose any personal investments or interests in securities being discussed or considered for client accounts. Individuals with such conflicts may not be permitted to participate in the investment decisions on the securities.

 

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In connection with the purchase or sale, directly or indirectly, of securities held or to be acquired by clients, employees must not:

 

   

defraud clients in any manner;

 

   

mislead clients, including making statements that omit material facts;

 

   

engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon clients;

 

   

engage in any manipulative practice with respect to such clients; or

 

   

engage in any manipulative practice with respect to securities, including price manipulation and rumor mongering.

Failure to Comply with the Code

Breckinridge treats all violations of the Code very seriously. Compliance with the provisions of this Code is a basic condition of employment with Breckinridge. An improper or even the perception of improper behavior can damage the reputation of the firm with its clients and the investment community. Employees are urged to seek the advice of the CCO for any questions on the Code or its specific provisions.

Sanctions

Violations can result in sanctions such as monetary fines, disciplinary actions and termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities, where appropriate.

In consultation with the President or other members of management, the CCO will have discretion to impose sanctions. When reviewing violations, the CCO will consider the facts and circumstances surrounding the event, the employee’s trading history, past violations history, whether the security is a client holding or was recently traded, and any other factor that is considered relevant.

The following guidelines are intended to assist the CCO and management in seeking remedial action for identified violations. Actual sanctions imposed could differ from what is stated below based on the facts, circumstances and severity of the violation.

 

   

1st Violation – Verbal warning;

 

   

2nd Violation – Written warning that will be included in the employee’s file, and disgorgement of profits to a charity;

 

   

3rd Violation – Written warning, disgorgement of profits to a charity, and monetary fine to be donated to a charity;

 

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4th Violation – Possible termination of employment.

Material violations will be reported to the President and/or Executive Committee. Employees who have accrued multiple violations from year to year may be required to meet with the President and/or Executive Committee to discuss their personal trading violations and activities.

Reporting Code Violations

Employees are required to promptly report any actual or suspected violations of the Code to the CCO. In the CCO’s absence or if the violation involves the CCO, such reports should be made to the President.

Types of Reports

The types of violations that are required to be reported include, but are not limited to: fraud or illegal activity involving any aspect of our business; material misstatements in regulatory filings, internal books and records, client records or reports; activity that is harmful to clients, noncompliance with applicable laws, rules and regulations; and deviations from internal controls and procedures that safeguard clients and the firm.

Confidentiality

All reports will be treated confidentially to the extent permitted by law, and investigated promptly.

Retaliation

Breckinridge has a zero-tolerance policy on retaliation against any employee who reports a violation of the Code. Retaliatory actions are considered further violations of the Code, and can result in disciplinary actions.

Personal Securities Transactions

Due to the conflicts that can arise from personal trading, Access Persons must comply with all policies and procedures on personal securities transactions. Access Persons may not purchase or sell any security in which the employee has a beneficial ownership unless the transaction occurs in an exempted security or the employee has complied with the provisions set forth in this section.

Prior to entering into any personal securities transaction, employees must ensure they fully understand the personal trading requirements and restrictions. Certain securities will not require preclearance, but they must be reported. Any questions or concerns on the personal trading requirements or restrictions should be directed to Compliance.

For the purposes of personal securities trading, Access Persons generally include the employee’s immediate family members sharing the same household. Therefore, transactional restrictions and requirements apply to the employee and to their family members. See the section on Beneficial Ownership for more complete information.

 

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Covered Securities

Unless exempted elsewhere in this policy, Access Persons are required to provide periodic reports regarding transactions and holdings in “covered securities.” The term “covered security” is broad and includes (but not limited to) any stock, bond, future, investment contract or other instrument, options, limited partnerships, private funds, investment clubs, except:

 

   

Direct obligations of the Government of the United States;

 

   

Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements;

 

   

Shares issued by money market funds;

 

   

Shares issued by open-end registered investment companies, other than funds advised or subadvised by Breckinridge; and

 

   

Shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies, none of which are advised or subadvised by Breckinridge.

Digital Assets

Access Persons who wish to purchase or sell virtual currency or cryptocurrency coins or tokens that are being offered, or previously were offered, as part of an initial coin offering (“ICO”), should consult with Compliance as to whether such coins or tokens would be considered securities for purposes of this policy.

If Compliance determines, based on the structure of the ICO and relevant SEC guidance, that such coins or tokens should be considered securities, the coins or tokens will be considered covered securities for purposes of this policy. For the avoidance of doubt, virtual currency or cryptocurrency coins or tokens that were created outside the context of an ICO are not deemed securities under this policy.

Reportable Accounts

A reportable account includes any investment account in which the Access Person has direct or indirect beneficial ownership or the ability/authorization to direct trades (regardless of whether the person exercises such authorization). Unless exempted elsewhere in this policy, Access Persons must disclose all reportable accounts, even if there are no holdings or activity in them. Additionally, they are responsible for notifying Compliance of new investment accounts, closed accounts and any other changes to the account status.

 

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Access Persons do not need to obtain approval prior to opening a new investment account. However, they are required to notify Compliance of the new account. New accounts can be added via the personal trading system, ComplySci (link is available via Gateway). Once Compliance has been alerted to the new account, they will take steps to set up any available electronic feeds. Until the feed is functional, Access Persons will be responsible for submitting appropriate documents to meet the reporting requirements set forth in this policy.

Should an Access Person close an investment account, he/she is responsible for notifying Compliance. Accounts in ComplySci remain active and open until Compliance has received notification that they have been closed. Access Persons should note that brokerage firms may keep an account open for a period of time even after a request to close it. It is the employee’s responsibility to ensure the account is closed so that the reporting obligations over that account are discontinued.

On occasion, Compliance will exempt an account that is not already explicitly exempted in the policy from reporting and/or preclearance requirements. Typically, such accounts will present minimal to no conflicts with our clients. In such cases, it is the Access Person’s responsibility to notify Compliance of any changes to the account so that it continues to meet the exemption status. Furthermore, Access Persons may be required to provide additional documentation and/or periodic certifications on such accounts.

Beneficial Ownership

Access Persons are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Access Persons have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

The following are examples of indirect pecuniary interests in securities:

 

   

Securities held by members of employees’ immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included;

 

   

Employees’ interests as a general partner in securities held by a general or limited partnership; and

 

   

Employees’ interests as a manager/member in the securities held by a limited liability company.

 

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The following circumstances constitute beneficial ownership by employees of securities held by a trust:

 

   

Ownership of securities as a trustee where either the employee or members of the employees’ immediate family have a vested interest in the principal or income of the trust;

 

   

Ownership of a vested beneficial interest in a trust; and

 

   

An employee’s status as a settler of a trust, unless the consent of all of the beneficiaries is required in order for the employee to revoke the trust.

Preclearance Requirement

Unless noted otherwise, all personal trades in fixed income securities, private placements, limited offerings, ICOs that are considered securities, and initial public offerings (“IPOs”) must be approved prior to execution. All preclearance requests shall be submitted through ComplySci. A written approval must be obtained prior to entering into the transaction; verbal approvals are not valid.

Approvals are good for the day they are obtained, up to market close (4:00PM). If a trade order is not completed on the day of the approval, the employee must submit another preclearance request on the next trade date. Access Persons are responsible for instructing their brokers that the trade order is only good for the day.

At Compliance’s discretion, approvals may be extended to accommodate certain types of transactions. For example, investments in private placements or IPOs will be extended as necessary to meet the appropriate funding or offering dates as indicated in the offering documents. Please see the section on IPOs, ICOs, Limited Offerings and Private Placements for more details.

IPOs, ICOs, Limited Offerings and Private Placements

Access Persons wishing to acquire beneficial ownership of securities in an IPO, limited offering or private placement must seek approval from Compliance prior to making any investment commitment. Offerings of digital assets may also require preclearance. Access Persons should consult with Compliance before making any commitment to invest in such offerings.

Access Persons may be asked to provide copies of the offering documents and other confirmations to support the request. You will be required to provide an electronic copy of a “trade confirmation” of the investment with the amount and investment date.

As a general rule, employees will not be permitted to participate in offerings where client accounts are also participating. This helps to ensure that the employee’s acquisition of the security has not precluded advisory clients from purchasing the security or obtaining a full allocation, and that the allocation was not offered to the employee strictly by virtue of the person’s position at the firm. Access Persons should discuss investments in any offerings with Compliance before submitting a preclearance request.

 

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Transactions Exempt from Preclearance Requirement

The following transactions are considered exempt transactions for purposes of the preclearance requirement (but may still require reporting):

 

   

Any transaction in an account over which the employee does not have any direct or indirect influence or control. For example, presuming that such relatives do not reside in the same household as the employee, accounts of family members outside of the immediate family would not be subject to review.

 

   

Any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated investment manager (i.e., the employee does not make the buy/sell decision on individual securities nor is the employee consulted in such decisions).

 

   

Employees will be required to obtain from their adviser periodic certifications on the account’s discretionary status. Certification letters may be obtained from Compliance.

 

   

Purchases of securities in DRIPS (dividend reinvestment plans) or AIPs (automatic investment plans).

 

   

Purchases of securities by the exercise of rights issued to holders of a class of securities on a pro-rata basis.

 

   

Acquisitions or dispositions of securities as a result of a stock dividend, stock split, or other corporation actions.

 

   

Purchases or sales of exchange traded funds or notes (ETFs, ETNs), exchange-traded options on broadly-based indices, and closed end funds.

 

   

Transactions in 529 Plans.

From time to time, Compliance will exempt certain transactions on a case-by-case basis, so long as such transactions pose little to no conflicts with clients and the firm.

Transactional Restrictions and Limitations

Breckinridge expects all employees to abide by the following restrictions and limitations when engaging in personal trading activity. Exceptions beyond what is available in this policy can be granted by the CCO and/or President. Breckinridge anticipates that exceptions would be granted only in limited circumstances.

 

Breckinridge Capital Advisors | 8


Securities Eligible for Client Accounts

Breckinridge has a general prohibition on employees buying any security that would be eligible for client accounts. Access Persons with municipal and/or corporate bonds in their personal investment accounts at the time of employment may hold such positions unless instructed otherwise by Compliance. Access Persons are prohibited from increasing or liquidating such positions without pre-approval from Compliance.

Blackout Periods

Breckinridge strictly forbids “front-running” of client accounts, which is a practice generally understood to be employees personally trading ahead of client accounts. Access Persons are not permitted to enter into a transaction if the security is being traded in any client account. Access Persons must wait until all client trades in the security are completed (or withdrawn) before they can trade personally.

Short-term and Frequent Trading

Access Persons are not permitted to engage in frequent or short-term trading. Securities purchased in an investment account should be held for a minimum of 30 days. The holding period does not apply to ETFs. However, employees should be aware that personal trading volumes are tracked and may be scrutinized by clients and regulators.

Funds or Products Advised by Breckinridge

Investments in funds or products advised by Breckinridge are generally not permitted. Access Persons with such investments in their accounts upon employment with the firm may be allowed to hold the investment with approval by Compliance. However, additional investments or liquidation must be precleared by Compliance.

Rumors

Creating or passing false rumors with the intent to manipulate securities prices or markets can violate the antifraud provisions of federal securities laws. Such conduct is contradictory to our Code, as well as Breckinridge’s expectations regarding appropriate behavior of its employees. Employees are prohibited from knowingly circulating false rumors or sensational information that might reasonably be expected to affect market conditions for one or more securities, sectors, or markets, or improperly influencing any person or entity.

Material, Non-Public Information

All employees are prohibited from entering into any trade (either personally or on behalf of others) while in possession of material, non-public information. Employees should refer to the firm’s Insider Trading policy for additional information.

Reporting

Access Persons are required to submit certain reports via ComplySci. Since many of the due dates are mandated by Rule 204A-1, it is important that reports are submitted by the deadline. Late reports are considered violations and could lead to sanctions.

 

Breckinridge Capital Advisors | 9


Initial Reporting Requirements

Holdings Report

New employees are required to disclose all of their personal securities holdings (both public and private) in covered securities within 10 days of becoming an Access Person. The list should include securities held outside of brokerage accounts (e.g., physical stock certificates). The initial holdings report must be current as of a date not more than 45 days prior to the employee becoming an Access Person.

For each security held, the following information must be provided on the report:

 

   

Title and type of security

 

   

Ticker or CUSIP

 

   

Number of shares held, if applicable

 

   

Principal amount, if applicable

 

   

Name of broker, dealer or bank where the security is held

 

   

Date the report was submitted

Access Persons may provide their most current account statements to satisfy the initial holdings report requirement. Statements should be uploaded into the personal trading system as part of their Initial Accounts and Holdings Report.

Investment Accounts Report

Access Persons must disclose the name of any broker, dealer or bank with which they maintain an account in which any securities are held for their direct or indirect benefit. Account information can be entered directly into ComplySci.

Quarterly Reporting Requirements

Transactions Report

Access Persons are required to submit transactions reports within 30 days after every calendar quarter end. The transaction report must cover all transactions in covered securities, unless those transactions are exempted from reporting, during the entire quarter. For each reportable transaction, the following information must be provided on the report:

 

   

Date of the transaction

 

   

Nature of transaction (buy, sell, etc.)

 

   

Title of security

 

   

Ticker or CUSIP

 

Breckinridge Capital Advisors | 10


   

Interest rate and maturity rate, if applicable

 

   

Number of shares, if applicable

 

   

Principal amount

 

   

Price of security at which transaction was effected

 

   

Name of broker, dealer or bank with or through which the transaction was effected

To satisfy this reporting requirement, Access Persons will log into ComplySci, review the list of transactions executed during the period (if any) and certify to the information. Employees with accounts that do not feed directly into the system are required to upload duplicate statements into the system as part of their certification. Statements must cover the entire calendar quarter (all three months).

Annual Reporting Requirements

Holdings Report

On or before January 30 of each year, Access Persons are required to provide a complete list of covered securities in which they have beneficial interest as of the prior December month end. This list must include securities held in managed accounts, outside of investment accounts (e.g., physical stock certificates) and any private investments.

For each security held, the following information must be provided on the report:

 

   

Title and type of security

 

   

Ticker or CUSIP

 

   

Number of shares held, if applicable

 

   

Principal amount, if applicable

 

   

Name of broker, dealer or bank where the security is held

 

   

Date the report was submitted

Access Persons will log into ComplySci, review the list of holdings (if any), and certify that the information is accurate and complete.

Access Persons with accounts that do not feed into the system directly may do one of the following to satisfy the annual holdings report requirement:

 

   

Upload the December month-end account statements (or equivalent statement that shows the list of holdings and the required information listed above as of December month end), or

 

Breckinridge Capital Advisors | 11


   

Enter the securities into the system.

Investment Accounts Report

Annually, Access Persons will log into ComplySci, review their list of reportable accounts, and certify that the list is accurate and complete. This certification is due 30 days after the year end.

Exemptions to Reporting Requirements

The following types of accounts are exempt from the reporting requirements set forth in the Code:

 

   

529 accounts

 

   

Prior employer’s 401K/retirement plan if such plan allows only open-end mutual funds (not advised by Breckinridge)

 

   

Accounts opened with mutual fund companies that allow only open-end mutual funds (not advised by Breckinridge)

Compliance may exempt other investment accounts that present minimal conflicts to clients and the firm from the reporting requirements. Employees may be required to provide additional certifications to the exempted accounts.

Distribution and Acknowledgement

Compliance will distribute the Code (usually as a part of the firm’s compliance manual) to all new employees, who will provide written acknowledgement that they have received the manual and will comply with the policies contained therein. All employees will be required to provide annual certifications to their compliance with the Code (either as a stand-alone document or as part of the compliance manual).

Annual Review

The Code will be reviewed no less than annually to ensure its adequacy and implementation effectiveness. Typically, this review will be conducted as a part of the of the compliance program review that is required under Rule 206(4)-7. Any amendments to the Code will be distributed to and acknowledged by employees.

Training

Compliance will either conduct or coordinate periodic training of the Code for employees. New employees will receive Code training as part of their compliance overview session. Attendance acknowledgements are retained by Compliance.

 

Breckinridge Capital Advisors | 12


Recordkeeping

The following records will be maintained in a readily accessible place:

 

   

A copy of each Code that has been in effect at any time during the past six years;

 

   

A record of any Code violation and any action taken as a result of such violation for six years from the end of the fiscal year in which the violation occurred;

 

   

A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past six years was, a supervised person;

 

   

These records must be kept for six years after the individual ceases to be a supervised person of the firm.

 

   

Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports;

 

   

A list of the names of persons who are currently, or within the past six years were, Access Persons;

 

   

A record of any decision and supporting reasons for approving limited and initial public offerings for at least six years after the end of the fiscal year in which approval was granted.

Disclosure of the Code of Ethics

Breckinridge will describe its Code in Part 2 of Form ADV and, upon request, furnish clients with a copy of the Code. Client requests for the Code may be directed to Compliance (compliance@breckinridge.com).

June 2019

 

Breckinridge Capital Advisors | 13

LOGO

CODE OF ETHICS AND PERSONAL TRADING

POLICY AND PROCEDURES

 

 

 

Revised: November 26, 2018

 

1


Contents

I. Code of Ethics

     4  

1. STANDARDS OF PROFESSIONAL CONDUCT POLICY STATEMENT

     4  

2. CONFLICTS OF INTEREST

     6  

3. OTHER BUSINESS ACTIVITIES

     7  

4. COMPLIANCE WITH THE CODE & CONSEQUENCES IF VIOLATION OCCURS

     9  

II. Personal Trading Policy

     11  

III. Procedures

     11  

Section 1: Employee Monitoring Classifications

     11  

Section 2: Securities Account Maintenance

     12  

Securities Accounts and Authorized Broker-Dealers

     12  

Mutual Fund Only Accounts and 529 Accounts

     13  

Discretionary Managed Accounts

     13  

Cryptocurrency

     14  

Section 3: Preclearance Requirements

     14  

Preclearance Requirements – General

     14  

Preclearance Requirements—Margin Accounts and Limit Orders

     15  

Preclearance Requirements – Voluntary Corporate Actions

     15  

Submitting a Preclearance Request

     15  

Section 4: General Trading and Other Restrictions

     15  

Material Nonpublic Information (MNPI):

     15  

Blackout Period

     15  

Exceptions to the Blackout Period

     16  

Investment Persons

     17  

Sixty Day Mutual Fund Holding Period

     17  

Sixty Day Covered Security Holding Period

     17  

Short Sales

     17  

Excessive Trading

     18  

Security Ownership

     18  

Prudential Securities

     18  

Employer-issued Stock Option Transactions

     18  

Direct Stock Purchase Plans

     19  

Options and Futures

     19  

Initial Public Offerings

     19  

 

Revised: November 26, 2018

 

2


Private Investments

     19  

Restricted Lists

     19  

Investment Clubs

     20  

Section 5: Additional Requirements for Designated Persons

     20  

Trading Windows for Designated Persons

     20  

Preclearance Requirements for Designated Persons

     20  

Trading Prohibitions for Designated Persons

     21  

Account Maintenance for Designated Persons

     21  

Section 6: Additional Requirements for Dual Hat Employees

     21  

Section 7: Certifications

     22  

Initial and Quarterly Code of Ethics, Personal Trading Policy and Compliance Program Policies Certification

     22  

Initial and Quarterly Securities Accounts Certification

     22  

Quarterly Transaction Certification

     22  

Initial and Annual Holdings Certifications

     23  

Broker Consent

     23  

Initial and Annual U.S. Information Barrier Standards Certification

     23  

Other Compliance Acknowledgements and Certifications

     23  

Section 8: Exceptions

     23  

Section 9: Violations

     24  

Penalties for Violations of the Policy

     24  

IV. Internal Controls

     24  

V. Escalating Concerns

     25  

VI. Discipline and Sanctions

     25  

Exhibit A

     26  

Glossary

     26  

Exhibit B

     30  

Compliance and Reporting of Personal Transactions Matrix

     30  

Exhibit C

     32  

Broad-Based Indices, Commodities and Securities Holding Cryptocurrency Exempt from Preclearance and Sixty Day Covered Security Holding Period Rules

     32  

Exhibit D

     34  

Jennison and Prudential Managed Mutual Funds (also known as Affiliated Open-End Mutual Funds) subject to Sixty Day Mutual Fund Holding Period

     34  

 

Revised: November 26, 2018

 

3


I.

Code of Ethics

This Code of Ethics (“Code”), as well as Section II that follows, sets forth rules, regulations and standards of professional conduct for the employees of Jennison Associates LLC (hereinafter referred to as “Jennison or the Company”). Jennison expects that all employees will adhere to this code without exception.

The Code incorporates aspects of ethics policies of Prudential Financial Inc. (“Prudential”), as well as additional policies specific to Jennison Associates LLC. Although not part of this Code, all Jennison employees are also subject to Prudential’s Code of Conduct, “Making the Right Choices.” Making the Right Choices can be found on the Jennison intranet “Ethics” website.

 

  1.

STANDARDS OF PROFESSIONAL CONDUCT POLICY STATEMENT

It is Jennison’s policy that its employees must adhere to the highest ethical standards when discharging their investment advisory duties to our clients or in conducting general business activity on behalf of Jennison in every possible capacity, such as investment management, administrative, dealings with vendors, confidentiality of information, financial matters of every kind, etc. Jennison, operating in its capacity as a federally registered investment adviser, has a fiduciary responsibility to render professional, continuous, and unbiased investment advice to its clients. Furthermore, ERISA and the federal securities laws define an investment advisor as a fiduciary who owes their clients a duty of undivided loyalty, who shall not engage in any activity in conflict with the interests of the client. As a fiduciary, our personal and corporate ethics must be above reproach. Actions, which expose any of us or the organization to even the appearance of an impropriety, must not occur. Fiduciaries owe their clients a duty of honesty, good faith, and fair dealing when discharging their investment management responsibilities. It is a fundamental principle of this firm to ensure that the interests of our clients come before those of Jennison or any of its employees. Therefore, as an employee of Jennison, we expect you to uphold these standards of professional conduct by not taking inappropriate advantage of your position, such as using information obtained as a Jennison employee to benefit yourself or anyone else in any way. It is particularly important to adhere to these standards when engaging in personal securities transactions and maintaining the confidentiality of information concerning the identity of security holdings and the financial circumstances of our clients. Any investment advice provided must be unbiased, independent and confidential. It is extremely important to not violate the trust that Jennison and its clients have placed in its employees.

The prescribed guidelines and principles, as set forth in the policies that follow, are designed to reasonably assure that these high ethical standards long maintained by Jennison continue to be applied and to protect Jennison’s clients by deterring misconduct by its employees. The rules prohibit certain activities and personal financial interests as well as require disclosure of personal investments and related business activities of all supervised persons, includes directors, officers and employees, and others who provide advice to and are subject to the supervision and control of Jennison. The procedures that follow will assist in reasonably ensuring that our clients are protected from employee misconduct and that our employees do not

 

Revised: November 26, 2018

 

4


violate federal securities laws. All employees of Jennison are expected to follow these procedures so as to ensure that these ethical standards, as set forth herein, are maintained and followed without exception. These guidelines and procedures are intended to maintain the excellent name of our firm, which is a direct reflection of the conduct of each of us in everything we do.

Jennison Associates is committed to high standards of ethical, moral and legal business conduct. In line with this commitment, and Jennison’s commitment to open communication, Jennison’s Reporting Concerns & Non-Retaliation Policy (“Policy”) found in the Employee Handbook describes the process for individuals to submit concerns regarding the quality and integrity of the firm’s accounting, auditing, and financial reporting controls and procedures as well as the firm’s legal or regulatory compliance (“Concerns”).

This Reporting Concerns & Non-Retaliation Policy is intended to cover for you if you raise concerns regarding:

 

   

incorrect financial reporting

 

   

unlawful activity including violations to securities laws;

 

   

activities that are not in line with a Jennison policy, including but not limited to the Code of Ethics, and/or

 

   

activities, which otherwise amount to serious improper conduct.

The Concern reporting procedure is intended to be used for the reporting of unethical or illegal behavior or practices, violations of laws, regulations or any internal policies. Such Concerns, including those relating to financial reporting unethical conduct may be reported directly to: the Chief Ethics Officer, the Chief Legal Officer, the Chief Compliance Officer, or the Chief Risk Officer. You may also communicate a financial reporting or ethical Concern by sending an email either through the Jennison Financial Reporting Concern Mailbox located on the Risk Management webpage or the Jennison Ethics Mailbox located on the Ethics webpage. Emails sent in this manner have the option to be strictly anonymous.

Employment-related concerns should continue to be reported through your normal channels, by speaking directly with your manager, any other manager, or Human Resources.

Jennison employees should use the Code, as well as the accompanying policies and procedures that follow, as an educational guide that will be complemented by Jennison’s training protocol.

Each Jennison employee has the responsibility to be fully aware of and strictly adhere to the Code of Ethics and the accompanying policies that support the Code. It should be noted that because ethics is not a science, there may be gray areas that are not covered by laws or regulations. Jennison and its employees will nevertheless be held accountable to such standards. Individuals are expected to seek assistance for help in making the right decision.

If you have any questions as to your obligation as a Jennison employee under either the Code or any of the policies that follow, please contact the Compliance Department.

 

Revised: November 26, 2018

 

5


  2.

CONFLICTS OF INTEREST

You should avoid actual or apparent conflicts of interest – that is, any personal interest inside or outside the Company, which could be placed ahead of your obligations to our clients, Jennison Associates or Prudential. Conflicts may exist even when no wrong is done. The opportunity to act improperly may be enough to create the appearance of a conflict.

We recognize and respect an employee’s right of privacy concerning personal affairs, but we must require a full and timely disclosure of any situation, which could result in a conflict of interest, or even the appearance of a conflict. The Company, not the employee involved, will determine the appropriate action to be taken to address the situation.

To reinforce our commitment to the avoidance of potential conflicts of interest, the following rules have been adopted, that prohibit you from engaging in certain activities without the pre-approval from the Ethics Advisory Group:

 

  A.

YOU MAY NOT, without first having secured prior approval, serve as a director, officer, employee, partner or trustee – nor hold any other position of substantial interest – in any outside business enterprise. You do not need prior approval, however, if the following three conditions are met: one, the enterprise is a family firm owned principally by other members of your family; two, the family business is not doing business with Jennison or Prudential and is not a securities or investment related business; and three, the services required will not interfere with your duties or your independence of judgment. Significant involvement by employees in outside business activity is generally unacceptable. In addition to securing prior approval for outside business activities, you will be required to disclose all relationships with outside enterprises annually.

Jennison’s policy on participation in outside business activities deals only with positions in business enterprises. It does not affect Jennison’s practice of permitting employees to be associated with governmental, educational, charitable, religious or other civic organizations. These activities may be entered into without prior consent, but must still be disclosed on an annual basis.

NOTE: Jennison employees that are Registered Representatives of Prudential Investment Management Services, LLC (“PIMS”) must also comply with the policies and procedures set forth in the PIMS Compliance Manual. All registered representatives of PIMS must secure prior approval before engaging in any outside business activities as outlined in Jennison’s Written Supervisory Procedure on Outside Business Activities which is available via Jennison’s Compliance intranet website.

 

  B.

YOU MAY NOT, act on behalf of Jennison in connection with any transaction in which you have a personal interest.

 

Revised: November 26, 2018

 

6


  C.

YOU MAY NOT, without prior approval, have a substantial interest in any outside business which, to your knowledge, is involved currently in a business transaction with Jennison or Prudential, or is engaged in businesses similar to any business engaged in by Jennison. A substantial interest includes any investment in the outside business involving an amount greater than 10 percent of your gross assets, or involving a direct or indirect ownership interest greater than 2 percent of the outstanding equity interests. You do not need approval to invest in open-ended registered investment companies such as investments in mutual funds and similar enterprises that are publicly owned.

 

  D.

YOU MAY NOT, without prior approval, engage in any transaction involving the purchase of products and/or services from Jennison, except on the same terms and conditions as they are offered to the public. Plans offering services to employees approved by the Board of Directors are exempt from this rule.

 

  E.

YOU MAY NOT, without prior approval, borrow an amount greater than 10% of your gross assets, on an unsecured basis from any bank, financial institution, or other business that, to your knowledge, currently does business with Jennison or with which Jennison has an outstanding investment relationship.

 

  F.

YOU MAY NOT, favor one client account over another client account or otherwise disadvantage any client in any dealings whatsoever to benefit either yourself, Jennison or another third-party client account.

 

  G.

YOU MAY NOT, as result of your status as a Jennison employee, take advantage of any opportunity that your learn about or otherwise personally benefit from information you have obtained as an employee that would not have been available to you if you were not a Jennison employee.

 

  3.

OTHER BUSINESS ACTIVITIES

 

  A.

ISSUES REGARDING THE RETENTION OF SUPPLIERS: The choice of our suppliers must be based on quality, reliability, price, service, and technical advantages.

 

  B.

GIFTS: Jennison employees and their immediate families should not solicit, accept, retain or provide any gifts or entertainment which might influence decisions you or the recipient must make in business transactions involving Jennison or which others might reasonably believe could influence those decisions. Even a nominal gift should not be accepted if, to a reasonable observer, it might appear that the gift would influence your business decisions.

Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Examples of such gifts are those received as normal business entertainment (i.e., meals or golf games); non cash gifts of nominal value (such as received at Holiday time); gifts received because of kinship, marriage or social relationships entirely beyond and apart from an organization in which membership or an official position is held as approved by the Company. Entertainment, which satisfies these requirements and

 

Revised: November 26, 2018

 

7


conforms to generally accepted business practices, also is permissible. Please reference Jennison Associates’ Gifts and Entertainment Policy and Procedures located on Compliance web page of Jennison Online for a more detailed explanation of Jennison’s policy towards gifts and entertainment.

 

  C.

IMPROPER PAYMENTS – KICKBACKS: In the conduct of the Company’s business, no bribes, kickbacks, or similar remuneration or consideration of any kind are to be given or offered to any individual or organization or to any intermediaries such as agents, attorneys or other consultants.

 

  D.

BOOKS, RECORDS AND ACCOUNTS: The integrity of the accounting records of the Company is essential. All receipts and expenditures, including personal expense statements must be supported by documents that accurately and properly describe such expenses. Staff members responsible for approving expenditures or for keeping books, records and accounts for the Company are required to approve and record all expenditures and other entries based upon proper supporting documents so that the accounting records of the Company are maintained in reasonable detail, reflecting accurately and fairly all transactions of the Company including the disposition of its assets and liabilities. The falsification of any book, record or account of the Company, the submission of any false personal expense statement, claim for reimbursement of a non business personal expense, or false claim for an employee benefit plan payment are prohibited. Disciplinary action will be taken against employees who violate these rules, which may result in dismissal.

 

  E.

LAWS AND REGULATIONS: The activities of the Company must always be in full compliance with applicable laws and regulations. It is the Company’s policy to be in strict compliance with all laws and regulations applied to our business. We recognize, however, that some laws and regulations may be ambiguous and difficult to interpret. Good faith efforts to follow the spirit and intent of all laws are expected. To ensure compliance, the Company intends to educate its employees on laws related to Jennison’s activities, which may include periodically issuing bulletins, manuals and memoranda. Staff members are expected to read all such materials and be familiar with their content. For example, it would constitute a violation of the law if Jennison or any of its employees either engaged in or schemed to engage in: i) any manipulative act with a client; or ii) any manipulative practice including a security, such as touting a security to anyone or the press and executing an order in the opposite direction of such recommendation.

This policy is not intended to discourage or prohibit appropriate communications between employees of Jennison and other market participants and trading counterparties. Please consult with the Chief Compliance Officer or Chief Legal Officer if you have questions about the appropriateness of any communications.

Other scenarios and the policies that address other potential violations of the law and conflicts of interest are addressed more fully in Jennison’s compliance program and the policies adopted to complement the program which resides on the Jennison Online intranet.

 

Revised: November 26, 2018

 

8


  F.

OUTSIDE ACTIVITIES & POLITICAL AFFILIATIONS: Jennison Associates does not contribute financial or other support to political parties or candidates for public office except where lawfully permitted and approved in advance in accordance with procedures adopted by Jennison’s Board of Directors. Employees are permitted to make contributions directly to political candidates, parties or causes to the extent permitted by law, provided such contributions do not impede Jennison’s business activities. These contributions are subject to applicable campaign finance law restrictions, state and local “pay to play” laws and SEC regulations. As such Jennison requires that all federal, state and local political contributions made by employees and their immediate family members living in the same household be pre-cleared through Jennison Compliance Department. For additional rules and procedures regarding political contributions, please reference the Jennison Associates’ Political Contributions “Pay to Play” Policy located on Jennison’s Intranet site. . Further, employees may not make use of company resources and facilities in furtherance of such activities, e.g., mail room service, facsimile, photocopying, phone equipment and conference rooms.

Legislation generally prohibits the Company or anyone acting on its behalf from making expenditure or contribution of cash or anything else of monetary value which directly or indirectly is in connection with an election to political office; as, for example, granting loans at preferential rates or providing non financial support to a political candidate or party by donating office facilities.

Employees are free to seek and hold an elective or appointive public office, provided you do not do so as a representative of the Company and provided that you notify Compliance prior to engaging in the activity. However, you must conduct campaign activities and perform the duties of the office in a manner that does not interfere with your responsibilities to the firm.

 

  4.

COMPLIANCE WITH THE CODE & CONSEQUENCES IF VIOLATION OCCURS

Each year all employees are required to complete a form certifying that they have read this policy, understand their responsibilities, and are in compliance with the requirements set forth in this statement.

This process should remind us of the Company’s concern with ethical issues and its desire to avoid conflicts of interest or their appearance. It should also prompt us to examine our personal circumstances in light of the Company’s philosophy and policies regarding ethics.

Jennison employees are required to complete an attestation verifying that they have complied with all Compliance Program policies and filed disclosures of personal holdings and corporate affiliations.

 

Revised: November 26, 2018

 

9


Please note that both the Investment Advisers Act of 1940, as amended, and ERISA both prohibit investment advisers (and its employees) from doing indirectly that which they cannot do directly. Accordingly, any Jennison employee who seeks to circumvent the requirements of this Code of Ethics and any of the policies that follow, or otherwise devise a scheme where such activity would result in a violation of these policies indirectly will be deemed to be a violation of the applicable policy and will be subject to the full impact of any disciplinary action taken by Jennison as if such policies were violated directly.

It should be further noted that, and consistent with all other Jennison policies and procedures, failure to uphold the standards and principles as set forth herein, or to comply with any other aspect of these policies and procedures will be addressed by Legal and Compliance. Jennison reserves the right to administer whatever disciplinary action it deems necessary based on the facts, circumstances and severity of the violation or conflict. Disciplinary action can include termination of employment.    

 

Revised: November 26, 2018

 

10


II.

Personal Trading Policy

Jennison (“Firm” or “Company”) and its Employees owe a fiduciary duty to our Clients to conduct our affairs in a manner that:

 

   

avoids placing our own personal interests ahead of the interests of our Clients

 

   

avoids taking inappropriate advantage of our position with the Company

 

   

avoids any actual or potential conflicts of interest.

As such, Jennison has adopted this Personal Trading Policy (“Policy”) to ensure that Employees conduct their personal trading in a manner consistent with our fiduciary duty. This Policy was also designed to comply with various securities laws and regulations, including the Insider Trading and Securities Fraud Enforcement Act of 1988, the Conduct Rules of FINRA, Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17(j) under the Investment Company Act of 1940, as applicable.

 

   

Capitalized terms used throughout this Policy are defined in the Glossary in Exhibit A.

 

   

A Matrix of our pre-approval and reporting requirements is listed in Exhibit B.

 

   

A list of our Broad-Based Indices, Commodities and Securities Holding Cryptocurrency Exempt from Preclearance and Sixty-Day Covered Security Holding Period Rules is listed in Exhibit C.

 

   

A list of Jennison and Prudential managed Mutual Funds (also known as Affiliated Open-End Mutual Funds) subject to Sixty Day Mutual Fund Holding Period Rule is listed in Exhibit D.

The following rules, regulations and restrictions apply to the personal security transactions of all Employees.

If you are unclear as to your personal trading and reporting responsibilities, or have any questions concerning any aspect of this Policy, please contact the Personal Trading Compliance Team (PersonalTrading@jennison.com).

 

III.

Procedures

Section 1: Employee Monitoring Classifications

Some of the more frequent Employee monitoring classifications are listed below. Please see the Glossary in Exhibit A for a full list of classifications. For ease of reference, the term Employee will be used throughout this Policy and multiple classifications may apply depending on the Employee’s role.

 

   

Access Persons- Employees who work in support of our investment advisory activities and who may in the course of their responsibilities have access to nonpublic investment advisory client trading information or recommendations, or have access to nonpublic portfolio holdings. All Jennison Employees are classified as Access Persons. While contingent

 

Revised: November 26, 2018

 

11


 

workers (e.g. consultants and temporary workers) are not Jennison Employees, those contingent workers who have access to sensitive or confidential information may be deemed Access Persons and subject to preclearance of personal securities trading activities and other Policy requirements as determined by the Personal Trading Compliance Team.

 

   

Designated Person—An Employee who, during the normal course of his or her job, has routine access to material nonpublic information about Prudential. Material nonpublic information may consist of financial or non-financial information about Prudential as a whole or one or more Divisions or Segments. Please see Section 5 for additional rules and information.

 

   

Dual Hat Employee—Employee who works in or supports the investment advisory activities of another PGIM asset management business or another entity under Prudential’s control. Please see Section 6 for additional rules and information.

 

   

Immediate Family – any of the following relatives who share the same household with you and are financially connected to you: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships. The term also includes any related or unrelated individual who resides with, or whose investments are controlled by, or whose financial support is materially contributed to by, the Employee, such as a significant other or domestic partner. For example, this could include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support. These situations should be reviewed on a case-by-case basis by the Personal Trading Compliance Team.

 

   

Investment Persons – Access Persons who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities for client accounts (i.e., portfolio managers and research analysts).

Section 2: Securities Account Maintenance

Securities Accounts and Authorized Broker-Dealers

Access Persons and Investment Persons are required to maintain their Securities Accounts at an Authorized Broker-Dealer. Please review Exhibit A for the definition of Securities Accounts and for the list of Authorized Broker-Dealers.

All Securities Accounts must be reported in our third party vendor system, PTA, or by contacting the Personal Trading Compliance Team. Employees who are newly subject to this requirement are required to transfer their Securities Accounts to an Authorized Broker-Dealer within sixty days of their Company start date. In addition, in the event that you open a new Securities Account, you should report it in PTA within thirty days of activating the new account.

Exceptions to the Authorized Broker-Dealer requirement will be evaluated on a case-by-case basis and will be approved on a limited basis (e.g., blind trusts, non-transferable securities, Discretionary Management Accounts, spousal accounts where the spouse is subject to the same Authorized Broker-

 

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Dealer requirement as the Employee). Exceptions must be submitted to the Personal Trading Compliance Team and require the approval of both the Chief Compliance Officer and Chief Executive Officer. If, at any time, the facts and circumstances have changed regarding an account(s) for which an exception has been previously granted, the Employee must promptly notify the Personal Trading Compliance Team and request that the account(s) be reviewed in light of the changed circumstances.

Even if you are granted an exception to the Authorized Broker-Dealer requirement and are permitted to maintain an account with a broker-dealer who is not authorized, you must direct the brokerage firm(s) that maintain(s) your securities account(s) to send duplicate copies of your trade confirmations and account statements (“trading activity”) to Jennison’s Personal Trading Compliance Team.

Certain brokers may require written consent forms with physical signatures from all account owners, including Immediate Family Members, prior to transmitting personal trading data to Jennison and Prudential Financial, Inc. for new and existing accounts.

Jennison recognizes that some of its Employees may, due to their living arrangements, be uncertain as to their obligations under this Policy. If an Employee has any question or doubt as to whether a Securities Account is subject to this Policy, he or she must consult with the Personal Trading Compliance Team.

Mutual Fund Only Accounts and 529 Accounts

Access Persons and Investment Persons must report all Securities Accounts held at a broker-dealer even if the account is limited to the purchase and sale of open end mutual funds.

Some mutual fund companies allow mutual fund shares to be purchased and held directly through the fund’s transfer agent rather than through a broker-dealer. Such mutual fund transfer agency accounts, including the underlying transactions and holdings in those accounts, do not need to be reported to Jennison, unless such accounts hold Affiliated Open-End Mutual Funds.

529 College Savings Plans purchased directly from a state sponsor rather than through a broker-dealer are not subject to this Policy and do not require disclosure.

Discretionary Managed Accounts

Access Persons and Investment Persons must disclose Discretionary Managed Accounts to the Personal Trading Compliance Team and must provide a copy of the executed Discretionary Managed Account Agreement for review and approval. Upon approval, duplicate statements and trade confirmations for these accounts are not required to be submitted. However, any Employee may be asked to provide the Personal Trading Compliance Team with periodic statements for certain Discretionary Managed Accounts.

A Discretionary Managed Account Agreement may establish general investment objectives. However, the account owner may not make or be permitted to make any specific decisions regarding the purchase or sale of individual securities for the account. If the account owner has granted

 

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management of their Discretionary Managed Account to a third party, then the account owner must not influence or control the account, such as by suggesting purchases or sales of investments, directing transactions, or consulting with the manager regarding allocation of investments in any way that could affect the selection of specific securities.

Employees who reported and have received approval to maintain a Discretionary Managed Account are required to complete a periodic certification to the effect that they have not influenced the purchase and sale of investments as noted in the paragraph above. The Financial Professional responsible for the Discretionary Managed Account may be required to submit a separate certification to the Personal Trading Compliance Team regarding the account. Additionally, they may be asked periodically to discuss the nature of the account with the Personal Trading Compliance Team.

For the purposes of this Policy, automated adviser accounts (colloquially referred to as robo-advisers) that utilize algorithms to manage client assets may be subject to the same provisions of this Policy as Discretionary Managed Accounts provided the robo-adviser’s managed account agreement is accepted by the Personal Trading Compliance Team.

Cryptocurrency

Cryptocurrency accounts or “wallets” as they are commonly known do not need to be reported and the purchase or sale of actual cryptocurrency does not require preclearance or reporting. However, because certain cryptocurrency offerings such as initial coin offerings and cryptocurrency-based ETFs and futures contracts may be considered securities offerings, while they do not require preclearance they are required to be reported.

Please contact the Personal Trading Compliance Team to determine whether any such offering requires preclearance or reporting.

Section 3: Preclearance Requirements

Preclearance Requirements – General

Preclearance of personal securities transactions allows Jennison to prevent personal trades that may conflict with Client trades or transactions. As such, Access Persons and Investment Persons (subject to the exceptions noted below) must preclear all transactions in Covered Securities as defined in Exhibit A. Preclearance is not required for transactions that are Non-Volitional as defined in Exhibit A.

Determination as to whether or not a particular transaction requires pre-approval should be made by consulting the Compliance and Reporting of Personal Transactions Matrix found on Exhibit B.

Trading approval is valid only for the day that it is granted.

Preclearance is not required for Affiliated Open-End Mutual Funds. However, please note that a Sixty Day Mutual Fund Holding Period requirement applies as detailed further down in this Policy.

 

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Preclearance Requirements—Margin Accounts and Limit Orders

Access Persons and Investment Persons are discouraged from entering limit orders that carry over to a future trading day and from maintaining margin accounts. If you engage in multi-day limit orders, you must obtain preclearance approval on each day that the order is outstanding. Transactions triggered by limit orders, margin calls, or margin account maintenance fees require preclearance approval and may result in violations of the Policy.

Preclearance Requirements – Voluntary Corporate Actions

Access Person and Investment Persons are required pre-clear voluntary corporate actions. If Investment Persons hold or cover the issuer of the corporate action then they need to contact the Personal Trading Compliance Team for review.

Submitting a Preclearance Request

Preclearance requests must be submitted via PTA which can be accessed by clicking on Personal Trading Quick Link on JennOnline. Automated feedback will be provided as to whether the request is approved, denied, or in need of further review. Preclearance requests may be submitted between 10:15 AM and 4:00 PM Eastern Standard Time. Submitting a preclearance request outside of these times will result in a system-generated denial. Approved trades must be executed by the close of the business on the day in which the preclearance approval is granted. Approved orders for securities traded in foreign markets may be executed within two business days from the date preclearance is granted. Failure to obtain preclearance approval on the exact day of trading will result in a violation.

For private securities transactions, approval request forms can be found in PTA in the Forms section. Completed private securities transactions must be reported to the Personal Trading Compliance Team within thirty days of making the investment.

Section 4: General Trading and Other Restrictions

Material Nonpublic Information (MNPI):

No Access Persons or an Investment Person may buy or sell any security while in possession of material, nonpublic information. Please refer to Jennison’s Safeguarding the Receipt of MNPI Policy and Procedures for additional information.

Blackout Period

Jennison’s Blackout Period Rules apply to all Access Persons and Investment Persons and is defined as the period of seven calendar days before or after a transaction was executed in a Client account in the same or an equivalent security. The Blackout Period also includes pending buy or sell orders in the same or equivalent security, otherwise known as an Open Order. Subject to the exceptions noted below Access Persons and Investment Persons are prohibited from knowingly:

 

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executing a securities transaction on the same day that a Client has a pending buy or sell order in the same or an equivalent security;

 

   

buying or selling a security within seven calendar days before or after a Client trades in the same or an equivalent security;

 

   

executing a securities transaction if such trade will interfere in any way with the orderly trade execution of such security by any Client; and

 

   

executing a securities transaction after such security has been recommended to any Client or after being traded for any Clients, if the trade is effected with a view to making a profit on the anticipated market action of the security resulting from such recommendation, purchase or sale.

If an Access Person or an Investment Person trades during a Blackout Period, reversal of the trade and disgorgement may be required. For example, if an Access Person’s trade is pre-approved and executed and subsequently, within seven days of the transaction, the Company trades on behalf of Clients, the Personal Trading Compliance Team will review the personal trade in light of firm trading activity and make a recommendation as to whether additional action should be taken.

In those circumstances where an Investment Person personally trades within seven days of firm trading, the Chief Compliance Officer, Chief Legal Officer and Senior Management will determine on a case-by-case basis the appropriate action. Regardless of the actual impact to Clients, the perceived conflict of interest and appearance may determine that the Investment Person be required to reverse the trade and disgorge to the firm any difference due to an incremental price advantage over the Client’s transaction.

Designated Persons are prohibited from executing trades in Prudential related securities unless the trading window is open. Certain sales of Prudential securities and exercises of Prudential Employee stock options are permitted during Blackout Periods only if made pursuant to the Company precleared Individual Trading Plan, otherwise known as a 10b5-1 plan, that is maintained by Prudential’s Securities Monitoring Unit (SMU).

Exceptions to the Blackout Period

Exceptions to the Blackout Period provision may be granted for De Minimis Transactions which are:

 

   

Any trades, or series of trades effected over a 30 calendar day period, involving $50,000 or less in a security with a market capitalization greater than $2 billion and less than $25 billion; and

 

   

Any trades, or series of trades effected over a 30 calendar day period, involving $100,000 or less in a security with a market capitalization greater than $25 billion.

Please note that there is no De Minimis exception for securities with market capitalization of under $2 billion or Fixed Income securities.

 

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Trades meeting the De Minimis exception are subject to preclearance requirement as well as additional rules and satisfactory responses to preclearance questions.

Blackout Period restriction does not apply to the securities listed in Exhibit C.

Investment Persons

Investment Persons who are Portfolio Managers are prohibited from selling securities in their personal account(s) while that security is held in a Client account where they are named as a Portfolio Manager.

Investment Persons who are Portfolio Managers are prohibited from buying securities in their personal account(s) while that security is held short in a Client account where they are named as a Portfolio Manager.

Investment Persons who are Research Analysts are prohibited from selling in their personal account(s) any security in their research coverage while that same security is held in any fundamental Client account.

The restrictions outlined in this Investment Persons section supersede the De Minimis Transaction exception outlined above.

Sixty Day Mutual Fund Holding Period

Access Persons and Investment Persons are required to hold Affiliated Open End Mutual-Funds purchased for a period of sixty calendar days, using the Last In, Last Out (LIFO) accounting methodology. Profits realized on such transactions that do not adhere to the requirements of this Section may be required to be disgorged to the Company or as otherwise deemed appropriate by the Personal Trading Compliance Team and the Chief Compliance Officer.

Mutual Funds subject to the Sixty Day Mutual Fund Holding Period restrictions are listed in Exhibit D.

Sixty Day Covered Security Holding Period

Access Persons and Investment Persons are prohibited from executing a purchase and sale, or sale and purchase, of the same or an equivalent Covered Security within any sixty calendar day period, using the LIFO accounting methodology.

This prohibition shall not apply to trading in those securities listed in Exhibit C.

Short Sales

Access Persons and Investment Persons are prohibited from taking a short position in a security that is held in a fundamental Client account. Access Persons and Investment Persons may also not short Prudential related securities under any circumstances.

 

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Excessive Trading

Access Persons and Investment Persons are discouraged from engaging in a pattern of securities transactions that is so excessively frequent as to potentially impact their ability to carry out their assigned responsibilities.

Personal trading activity of Access Persons and Investment Persons who execute more than 25 trades in Covered Securities that require pre-clearance over a 30 calendar day period will be reported to senior management.

Security Ownership

Access Persons and Investment Persons are generally prohibited from holding more than 0.05% of shares outstanding of any individual Covered Security across all Securities Accounts. Private companies will be evaluated on a case by case basis.

Prudential Securities

All Access Persons and Investment Persons are prohibited from trading Prudential securities while in possession of material, nonpublic information regarding the Company. For purposes of this Policy, all requirements and restrictions relating to Prudential securities include, but are not limited to, common stock (PRU), bonds (including convertible bonds), the Prudential Financial, Inc. Common Stock Fund (“PFI Common Stock Fund”), Employee stock options, restricted stock, restricted stock units, performance shares, performance units, exchange traded or other options and Prudential Financial single stock futures.

All Access Persons and Investment Persons are also prohibited from selling Prudential securities short including “short sales against the box”, hedging Prudential securities transactions, and from participating in any exchange traded Prudential options or futures transactions on any security issued by Prudential. These restrictions include: put or call options; prepaid variable forward contracts; equity swaps; collars; exchange traded funds; and any other financial instrument that is designed to hedge or offset any change in the market value of Prudential securities.

With the exception of Designated Persons and Dual Hat Employees, Access Persons and Investment Persons, are not required to pre-clear the purchase or sale of Prudential common stock (PRU) or the exercise of Prudential options. Additionally Access Persons and Investment Persons are not subject to the Sixty Day Covered Security Holding Period.

Employer-issued Stock Option Transactions

The exercise of employee stock options granted by a third party as compensation do not require preclearance provided the converted shares are not liquidated. All Employees must preclear the sale of shares resulting from the exercise of an employer-issued stock option.

 

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Direct Stock Purchase Plans

Subject to preclearance, long-term investing through direct stock purchase plans is permitted. The terms of the plan, the initial investment, and any notice of intent to purchase through automatic debit must be provided to and approved by the Personal Trading Compliance Team. Any changes to the original terms of approval, e.g., increasing, decreasing in the plan, as well as any sales or discretionary purchase of securities in the plan must be submitted for preclearance. Termination of participation in such a plan must be reported to the Personal Trading Compliance Team. Provided that the automatic monthly purchases have been approved by the Personal Trading Compliance Team, each automatic monthly purchase need not be submitted for pre-approval. For purposes of applying the Sixty-Day Covered Security Holding Period only discretionary (volitional transactions) will be matched. Additionally, holdings need to be disclosed annually.

Options and Futures

Access Persons and Investment Persons are prohibited from transacting in options and futures where the underlying security is a Covered Security that requires pre-clearance.

Initial Public Offerings

Access Persons and Investment Persons are prohibited from purchasing initial public offerings of securities. For purposes of this Policy, “initial public offerings of securities” do not include offerings of government or municipal securities.

Private Investments

Access Persons and Investment Persons are prohibited from investing in a Private Investment without prior approval from the Personal Trading Compliance Team, the employee’s supervisor or the Head of the Strategy or Chief Investment Officer or his designee. Such review and approval will take into account, among other factors, whether the investment opportunity should be reserved for Clients and whether the opportunity is being offered to the Employee by virtue of his or her position at Jennison. Approval of the Private Investment should also consider whether the investment is likely to result in a current or future conflict with Clients, including a future public offering.

To preclear a Private Investment, please use the Private Investment Form which can be found in the “Forms” section in PTA.

Restricted Lists

Access Persons and Investment Persons are prohibited from purchasing or selling securities of issuers on Jennison’s Restricted List.

 

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Investment Clubs

Access Persons and Investment Persons may not participate in Investment Clubs.

Section 5: Additional Requirements for Designated Persons

A Designated Person is an Employee who, during the normal course of his or her job has routine access to material, nonpublic information about Prudential, including information about one or more business units or corporate level information that may be material to Prudential. Employees who have been classified as a Designated Person have been informed of their status. If you have been classified as a Designated Person, but you do not think you have access to material, nonpublic information about Prudential, you should contact the Personal Trading Compliance Team to determine whether you should be reclassified. Please note, that as a Designated Person you may also have another classification under this Policy (e.g., Designated Person and Access Person). If so, you are required to comply with the strictest requirements of all such classifications.

The requirements and restrictions covered in this section apply to all accounts that hold and trade Prudential common stock (symbol: “PRU”) in which a Designated Person or an Immediate Family member has a direct or indirect beneficial interest and exercise investment discretion.

Trading Windows for Designated Persons

Designated Persons are permitted to exercise their Prudential options and trade in PRU only during certain “open trading windows”. Trading windows will be closed for periods surrounding the preparation and release of Prudential’s financial results. Prudential may also close the trading window at other unscheduled times and would provide notice when doing so. Approximately 48 hours after Prudential releases its quarterly earnings to the public, the trading window generally opens and will remain open until approximately three weeks before the end of the quarter.

Although certain automated blocks have been put in place to prevent trading when the trading window is closed, it is ultimately the Designated Person’s obligation to only trade Prudential related securities when the trading window is open. If a blocking system fails, the Designated Person remains responsible if a violation occurs.

Preclearance Requirements for Designated Persons

During the “open trading windows”, certain Designated Persons must obtain preclearance approval from Prudential Corporate Compliance prior to trading in Prudential related: common stock; bonds; Employee stock options; restricted stock; performance shares/units; exchange traded or other options; single stock futures; the Prudential Financial, Inc. Common Stock Fund; or engaging in any Prudential related transactions under the Prudential Stock Purchase Plan (PSPP), Prudential Deferred Compensation Plan, or Prudential Employee Savings Plan (PESP) affecting the Prudential Financial, Inc. Common Stock Fund.

 

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The preclearance requirement for Prudential related transactions excludes transactions in Prudential mutual funds and annuities.

Transactions affecting Prudential related securities must be completed during the open trading window and must be precleared when executed within Dividend Reinvestment Plans (DRIPs) , the Prudential Deferred Compensation Plan, the Prudential Employee Savings Plan (PESP) and the Prudential Stock Purchase Plan (PSPP). However, there are certain limited exceptions to these requirements such as initial plan enrollments, catch-up contribution elections, contribution and deferral rate changes, and dividend elections. Designated Persons should contact the Personal Trading Compliance Team or Prudential Corporate Compliance prior to engaging in a DRIP, PESP or PSPP related transaction.

Therefore, Designated Persons may not enter into “good until cancelled” or “limit” orders involving Prudential securities that carry over until the next trading day.

Trading Prohibitions for Designated Persons

All Designated Persons are prohibited from short selling Prudential securities. This prohibition includes “short sales against the box”, hedging Prudential securities transactions, and from participating in any exchange traded Prudential options or futures transactions on any security issued by Prudential. These restrictions include prepaid variable forward contracts, equity swaps, collars, exchange traded funds, and other financial instruments that are designed to hedge or offset any decrease in market value of Prudential securities.

Account Maintenance for Designated Persons

All Designated Persons are required to hold and trade Prudential Financial stock only at an Authorized Broker-Dealer. While Prudential Financial stock held at Computershare is subject to the preclearance provisions of this Policy, Designated Persons are not required to transfer PRU positions held at Computershare to an Authorized Broker-Dealer. Within 30 days, Designated Persons must report all new accounts, including account numbers, to ensure that transaction records are sent to the Personal Trading Compliance Team.

Section 6: Additional Requirements for Dual Hat Employees

Access Persons and Investment Persons who are identified as Dual Hat Employees are subject to both Prudential’s Standards and Jennison’s Personal Trading Policy and responsible for knowing the policies. Their personal trading activity is screened against both organization’s trading activities including the firms’ restricted lists. Dual Hat Employees are required to pre-clear all securities transactions, unless they are exempt from pre-clearance under both policies.

 

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Section 7: Certifications

All reports and certifications must be completed via PTA. Failure to complete certifications in a timely manner may result in disciplinary action such as monetary penalties, suspension without pay or other disciplinary action up to and including termination of employment.

Initial and Quarterly Code of Ethics, Personal Trading Policy and Compliance Program Policies Certification

All Access Persons and Investment Persons must complete a quarterly Compliance Certification acknowledging:

 

   

The receipt of Jennison’s Code of Ethics and Personal Trading Policy

 

   

The Employee has read, understood and complied with all Compliance Program Policies

 

   

Compliance with all applicable federal securities laws

Initial and Quarterly Securities Accounts Certification

Upon hire and quarterly thereafter, all Access Persons and Investment Persons must certify to the completeness and accuracy of the list of all reportable Securities Accounts, including those held at Authorized Broker-Dealers and those held at non-authorized firms. Your submission of the Securities Accounts certification will confirm that you have instructed all brokers for such accounts to send duplicate copies of account statements and trade confirmations to the Personal Trading Compliance Team. Additionally, by submitting the certification you agree to notify the Personal Trading Compliance Team of any changes to your Securities Accounts that are not held at an Authorized Broker-Dealer pursuant to an exception that has been granted to you.

Please note that Access Persons and Investment Persons may hold and trade Affiliated Open-End Mutual Funds through Authorized Broker-Dealers, Prudential Mutual Fund Services, the Prudential Employee Savings Plan (“PESP”), and the Jennison Savings Plan.

In addition, Access Persons and Investment Persons may maintain accounts with respect to certain Affiliated Open-End Mutual Funds directly with the fund company, provided that details of such account and duplicate confirms and statements are provided to the Personal Trading Compliance Team.

Quarterly Transaction Certification

All Access Persons and Investment Persons must submit transaction information within 30 days after the end of a calendar quarter, with respect to any transaction in Securities Accounts, including activity in Affiliated Open-End Mutual Funds and Private Investments.

To facilitate compliance with this reporting requirement, the Company requires that a duplicate copy of all trade confirmations and brokerage statements be supplied, physically or via an electronic feed, directly to the Personal Trading Compliance Team and to Prudential’s Corporate Compliance Department.

 

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Initial and Annual Holdings Certifications

Within ten calendar days of becoming an Access Person or Investment Person, these Employees must disclose their personal securities holdings in all Covered Securities.

This Initial Holding Certification must also include all holdings of Private Investments (e.g., limited partnership interests, private placements, hedge funds, etc.) and all holdings in Affiliated Open-End Mutual Funds. This includes those positions held in 401(k) Plans held at other companies, excluding money market funds. Covered Securities held in Discretionary Managed Accounts and certain trust accounts are not required to be reported on an Initial Holdings Certification. All Initial Holdings Certifications must include information that is current within the previous forty-five days.

Broker Consent

Certain brokers may require written consent forms with physical signatures from all account owners, including Immediate Family members, prior to transmitting personal trading data to Jennison and Prudential Financial, Inc. for new and existing accounts. To assure compliance with this Policy, you must provide consent in a manner required by each broker.

Initial and Annual U.S. Information Barrier Standards Certification

All Access Persons and Investment Persons must receive training on Prudential’s U.S. Information Barrier Standards. Additionally Employees must acknowledge at time of employment and quarterly that they have read and understood the Information Barrier Standards and will abide by the terms stated therein.

Other Compliance Acknowledgements and Certifications

Access Persons and Investment Persons may be required to submit additional acknowledgements or certifications upon request as regulatory requirements change and industry standards evolve. Access Persons and Investment Persons will be notified by the Personal Trading Compliance Team when new acknowledgments are required.

Section 8: Exceptions

Exceptions to the Policy are rare and require the approval of the Chief Compliance Officer and the Chief Executive Officer. In all instances, exceptions will only be granted where such exception would not violate laws or regulation.

All personal trade monitoring requirements outlined in this Policy remain in effect while an Employee is on leave of absence, disability, or vacation.

 

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Section 9: Violations

Employees are required to promptly report any known violations of this Policy to the Personal Trading Compliance Team or the Chief Compliance Officer or her designee. Reported violations and other violations of this Policy detected through internal monitoring will be reported to the Jennison Compliance Council and the Employee’s supervisor. The Compliance Council will review all violations of the Policy and the penalties assessed and may recommend additional sanctions or other disciplinary actions it deems appropriate.

Penalties for Violations of the Policy

Penalties will generally be assessed in accordance with the schedule set forth below. These, however, are minimum penalties. The Company reserves the right to take any other appropriate action and depending on the facts and circumstances of the violation, sanctions may include monetary penalties, suspension without pay, suspension of personal trading privileges or other disciplinary action up to and including termination of employment. In accordance with FINRA Rule 3110, certain transactions by Registered Representatives prompting an investigation, may require notification to the SRO.

Disgorgement of profits and reversal of the trade may also be required for Policy violations, including pre-clearance violations or for violations of the Sixty Day Mutual Fund and Covered Security Holding Periods. Any Penalties or profits disgorged to the Company will be donated to a charitable organization selected by the Company in the name of the Company.

 

Employee Level

  

No. of
Offenses**

 

Penalties/Bonus Reduction Schedule

Employees AVP, Principals and below

   1   Warning and reiteration of the Policy
   2   $200
   3   $300
   4   $400

VP’s, Managing Directors and above

   1   Warning and reiteration of the Policy
   2   $1,000
   3   $2,000
   4   $3,000

 

IV.

Internal Controls

The Personal Trading Compliance Team has the day to day responsibility of monitoring Employees’ compliance with the requirements of the Code of Ethics and Personal Trading Policy and Procedures. The PTA system produces exception reports which are evaluated by the Personal Trading Compliance Team. Any breach determined to be a violation would be escalated to the Chief Compliance Officer. Additionally Jennison’s Compliance Council meets quarterly and reviews personal trading topics including: policy violations and exceptions, private investments, and policy changes.

 

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V.

Escalating Concerns

Any concerns about aspects of the Policy that lack specific escalation guidance may be reported to the reporting Employee’s supervisor, the Chief Compliance Officer, Chief Legal Officer, Chief Risk Officer, Chief Ethics Officer, Chief Operating Officer or Chief Executive Officer. Alternatively Jennison has an Ethics Reporting Hotline phone number and email address that enable Employees to raise concerns anonymously. Information about the Ethics Reporting Hotline phone number and email address can be found on the Jennison intranet’s “Ethics” web page.

 

VI.

Discipline and Sanctions

All Jennison Employees are responsible for understanding and complying with the policies and procedures outlined in this Policy. The procedures described in this Policy are intended to ensure that Jennison and its Employees act in full compliance with the law. Violations of this Policy and related procedures will be communicated to your supervisor and to senior management through Jennison’s Compliance Council, and may lead to disciplinary action.

 

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Exhibit A

Glossary

Access Persons—Employees who work in or support portfolio management activities, have access to nonpublic investment advisory client trading information or recommendations, or have access to nonpublic portfolio holdings. This includes Employees or officers of a mutual fund or investment adviser who, in connection with their normal responsibilities, make, participate in, or have access to current or pending information regarding the purchase or sale of securities by any portfolios managed by the business unit or group of business units to which the individual is deemed to have access. All Jennison Employees are classified as Access Persons. While contingent workers (e.g. consultants and temporary workers) are not Jennison Employees, those contingent workers who have access to sensitive or confidential information may be deemed Access Persons and subject to preclearance of personal securities trading activities and other Policy requirements as determined by the Personal Trading Compliance Team.

Affiliated Exchange Traded Fund – a proprietary fund advised by Prudential, or a non-proprietary fund subadvised by Prudential, and any fund whose investment adviser or principal underwriter is controlled by or under common control with Prudential.

Affiliated Closed-End Fund – a proprietary closed-end fund advised by Prudential, or a non-proprietary closed-end fund subadvised by Prudential, and any closed-end fund whose investment adviser or principal underwriter is controlled by or under common control with Prudential.

Affiliated Open-End Mutual Fund—a proprietary investment company advised by Prudential, or a non-proprietary investment company subadvised by Prudential, and any investment company whose investment adviser or principal underwriter is controlled by or under common control with Prudential, including Jennison (see Exhibit D).

Authorized Broker-Dealer - the Authorized Broker-Dealers include:

 

   

Charles Schwab

 

   

E*TRADE

 

   

Fidelity Investments

 

   

JP Morgan Private Bank

 

   

Merrill Lynch

 

   

TD Ameritrade

 

   

UBS Financial Services

 

   

Wells Fargo Advisors

Automatic Investment Plan – regular periodic purchases (or withdrawals) that are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes dividend reinvestment plans (“DRIPs”) and Employee Stock Purchase Plans (“ESPPs”).

 

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Blackout Period – a period of seven calendar days before or after a transaction was executed in a Client account in the same or an equivalent security The Black Out Period also includes pending buy or sell orders in the same or equivalent security, otherwise known as an Open Order.

Company – Jennison Associates

Covered Security - includes all securities in which an Access Person or Investment Person has the opportunity, directly or indirectly, to profit or share in the profit derived from transactions in such securities. This includes all equity, debt and derivative related transactions with the exception of:

 

   

direct obligations of the U.S. Government

 

   

bankers acceptances

 

   

bank certificates of deposit

 

   

commercial paper

 

   

high quality short-term debt (A-1, P-1 & maturity of less than 1 year), including repurchase agreements

 

   

U.S. treasury bills, notes, bonds

 

   

Currencies

 

   

Cryptocurrencies

 

   

shares issued by money market funds

 

   

shares issued by open-end mutual funds (excluding the Affiliated Open-End Mutual Funds)

 

   

annuities and life insurance contracts

 

   

529 plans purchased directly from the state

Discretionary Managed Account – an account managed on a discretionary basis by a person other than the Employee or possibly an algorithmic tool (robo-adviser), over which the Employee has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein. A Discretionary Managed Account must have a formal investment management agreement that provides full discretionary authority to a third-party money manager.

Dividend Reinvestment Plan (DRIPs) – a stock purchase plan offered by a corporation whereby shareholders purchase stock directly from the company (usually through a transfer agent) and allow investors to reinvest their cash dividends by purchasing additional shares or fractional shares.

Dual Hat Employee—Employee who works in or supports the investment advisory activities of another PGIM asset management business or another entity under Prudential’s control.

Employee - any person employed by Jennison. While contingent workers are not Employees, those contingent workers that obtain information regarding the purchase or sale of securities in portfolios managed by the Company may be subject to this Policy, as determined on a case-by-case basis.

 

 

Revised: November 26, 2018

 

27


Immediate Family – any of the following relatives who share the same household with you and are financially connected to you: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships. The term also includes any related or unrelated individual who resides with, or whose investments are controlled by, or whose financial support is materially contributed to by, the Employee, such as a significant other or domestic partner. For example, this could include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support. These situations should be reviewed on a case-by-case basis by the Personal Trading Compliance Team.

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 15(d) of the Securities Exchange Act of 1934.

Investment Club – a group of two or more people, each of whom contributes monies to an investment pool and participates in the investment making decision process and shares in the investment returns.

Material Nonpublic Information - information that is not generally available to the investing public that an investor, considering all the surrounding facts and circumstances, would find important in deciding whether or when to buy, sell, or hold a security.

Non-Affiliated Open-End Mutual Funds – an investment company that is not advised or subadvised by Prudential, and whose investment adviser or principal underwriter is not controlled by or under common control with Prudential, including Jennison.

Non-Volitional—a transaction that is not actively initiated by the Employee. This includes but is not limited to: i) transactions in approved Discretionary Managed Accounts; ii) automatic dividend reinvestments; iii) automatic investment plans such as DRIPS, ESPPs, Direct Stock Purchase Plans or similar accounts; iv) automatic rebalancing plans; v) allocation changes; and vi) receipt of stock or option bonus awards.

Personal Trading Compliance Team – the team within Compliance responsible for oversight of all aspects of personal trading. You can contact the team at PersonalTrading@jennison.com.

Private Investment - an offering that is exempt from registration under the Securities Act of 1933, as amended, under Sections 4(2) or 4(6), or Rules 504, 505 or 506 there under.

PTA—FIS Protegent Personal Trading Assistant – a third-party vendor system used by Jennison to facilitate the surveillance and reporting of personal securities trading information, disclosures, certifications and reporting.

Restricted List – a listing of securities in which trading by Employees is generally prohibited.

Securities Accounts – a securities account is an account for which an Employee directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect beneficial interest in the account. This includes:

 

   

personal accounts;

 

   

accounts in which your spouse has a beneficial interest;

 

   

accounts in which your minor children or any dependent family member has a beneficial interest;

 

   

joint or tenant-in-common accounts in which you are a participant;

 

   

accounts for which you act as trustee, executor or custodian;

 

Revised: November 26, 2018

 

28


   

accounts over which you exercise control or have investment discretion;

 

   

accounts of any Immediate Family members;

 

   

accounts in which purchases and sales are limited to Affiliated Open-End Mutual Funds; and

 

   

accounts that hold Prudential related closed-end mutual funds.

 

Revised: November 26, 2018

 

29


Exhibit B

Compliance and Reporting of Personal Transactions Matrix

 

Investment Category/Method

 

Sub-Category

  

Required
Pre-Approval
(Y/N)

  

Reportable

(Y/N)

  

If reportable,
minimum
reporting
frequency

BONDS

 

Treasury Bills, Notes, Bonds

  

N

  

N

  

N/A

 

Commercial Paper

  

N

  

N

  

N/A

 

Other High Quality Short-Term Debt Instrument1

  

N

  

N

  

N/A

 

Agency

  

N

  

Y

  

Quarterly

 

Tax Free Auction Rate Securities

  

N

  

Y

  

Quarterly

 

Non tax free Auction Rate Securities

  

Y

  

Y

  

Quarterly

 

Corporates

  

Y

  

Y

  

Quarterly

 

MBS

  

Y

  

Y

  

Quarterly

 

ABS

  

Y

  

Y

  

Quarterly

 

CMO’s

  

Y

  

Y

  

Quarterly

 

Municipals

  

N

  

Y

  

Quarterly

 

Convertibles

  

Y

  

Y

  

Quarterly

 

Public Offering

  

Y

  

Y

  

Quarterly

STOCKS

 

Common

  

Y

  

Y

  

Quarterly

 

Preferred

  

Y

  

Y

  

Quarterly

 

Rights

  

Y

  

Y

  

Quarterly

 

Warrants

  

Y

  

Y

  

Quarterly

 

Initial, Secondary and Follow On Public Offerings

  

Y

  

Y

  

Quarterly

 

Automatic Dividend Reinvestments

  

N

  

N

  

N/A

 

Optional Dividend Reinvestments

  

Y

  

Y

  

Quarterly

 

Direct Stock Purchase Plans with automatic investments

  

Y

  

Y

  

Quarterly

 

Employee Stock Purchase/Option Plan

  

Y*

  

Y

  

*

OPEN-END MUTUAL FUNDS AND ANNUITIES  

Affiliated Investments – see Exhibit D.

  

N

  

Y

  

Quarterly

 

Non-Affiliated Funds, not managed by Jennison.

  

N

  

N

  

N/A

CLOSED END FUNDS,

UN UNIT INVESTMENT TRUSTS and ETF

 

All Affiliated & Non-Affiliated Funds

  

N

  

Y

  

Quarterly

 

Exchange Traded Funds (ETF)2 Holders

  

Y

  

Y

  

Quarterly

    

Y

  

Y

  

Quarterly

 

1

“High Quality Short-Term Debt Instrument” means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency (Moody’s and S&P).

* 

Pre-approval of the sales of securities or exercising of options acquired through Employee Stock Purchase or Employee Stock Option Plans are required, except for the exercise of Prudential options (this exception does not apply to certain Designated Employees or Dual Hat Employees). Holdings are required to be reported annually; transactions subject to pre-approval are required to be reported quarterly. Pre-approval is not required to participate in such plans, unless you are a Designated Employee or a Dual Hat Employee.

2 

These securities which are effected on a broad based index, commodity or cryptocurrency as indicated on Exhibit C do not require preclearance.

 

Revised: November 26, 2018

 

30


Investment Category/Method

 

Sub-Category

  

Required
Pre-

Approval
(Y/N)

  

Reportable

(Y/N)

  

If reportable,
minimum
reporting
frequency

DERIVATIVES

 

Any exchange traded, NASDAQ, or OTC option or futures contract, including, but not limited to:

        
 

Financial Futures

  

**

  

Y

  

Quarterly

 

Commodity Futures

  

N

  

Y

  

Quarterly

 

Options on Futures

  

**

  

Y

  

Quarterly

 

Options on Securities

  

**

  

Y

  

Quarterly

 

Non-Broad Based Index Options

  

Y

  

Y

  

Quarterly

 

Non Broad Based Index Futures Contracts and Options on Non-Broad Based Index Futures Contracts

  

Y

  

Y

  

Quarterly

 

Broad Based Index Options²

  

N

  

Y

  

Quarterly

 

Broad Based Index Futures Contracts and Options on Broad Based Index Futures Contracts²

  

N

  

Y

  

Quarterly

 

Structured Notes

  

Y

  

Y

  

Quarterly

CURRENCY

 

Foreign Currency

  

N

  

N

  

N/A

 

Any exchange traded currency/cryptocurrency investment vehicles (e.g. trust, ETF)

  

N

  

Y

  

N/A

 

Currency Options

  

N

  

Y

  

N/A

 

Currency Futures

  

N

  

Y

  

N/A

 

Currency Forwards

  

N

  

Y

  

N/A

 

Cryptocurrency

  

N

  

N

  

N/A

LIMITED PARTNERSHIPS, PRIVATE INVESTMENTS, & PRIVATE INVESTMENTS     

Y

  

Y

  

Quarterly

VOLUNTARY TENDER OFFERS     

Y

  

Y

  

Quarterly

MANAGED ACCOUNT PROGARMS  

Employee Directed Portfolio Transactions

  

Y

  

Y

  

Quarterly

 

**

Pre-approval of a personal derivative securities transaction is required if the underlying security requires pre-approval.

 

Revised: November 26, 2018

 

31


Exhibit C

Broad-Based Indices, Commodities and Securities Holding

Cryptocurrency Exempt from Preclearance and Sixty Day Covered

Security Holding Period Rules

 

  1.

Broad-Based Indices

 

Bloomberg Barclays US Aggregate Bond

  

MSCI Europe Investable Market (IMI)

CBOE Dow Jones Industrial Volatility

  

MSCI European Economic and Monetary Union (EMU)

CBOE Mini-NDX (1 tenth value of NDX Index)

  

MSCI U.S. Broad Based Market

CBOE Nasdaq Volatility

  

MSCI USA Momentum

CBOE Volatility

  

MSCI USA Sector Neutral Quality

CRSP US Large Cap Growth

  

NASDAQ- 100

CRSP US Large Cap Value

  

Nasdaq AlphaDEX(R) Large Cap Core

CRSP US Mid Cap

  

Nasdaq Bullet Shares USD High Yield Corporate Bond 2021

CRSP US Small Cap

  

NASDAQ US Dividend Achievers Select

CRSP US Small Cap Value

  

Russell 1000

CRSP US Total Market

  

Russell 1000 Growth

Dow Jones Industrial Average

  

Russell 1000 Value

Dow Jones U.S. Broad Stock Market Total Return

  

Russell 2000

Dow Jones U.S. Large-Cap Growth Total Stock Market Total Return

  

Russell 2000 Growth

Dow Jones U.S. Large-Cap Total Stock Market

  

Russell 2000 Value

Dow Jones U.S. Large-Cap Value Total Stock Market

  

Russell 3000

Dow Jones U.S. Small-Cap Total Stock Market Total Return

  

Russell 3000 Growth

EUROSTOXX 50

  

Russell 3000 Value

FTSE All-World ex US

  

Russell Midcap

FTSE Developed All Cap ex US

  

Russell Midcap Growth

FTSE Developed Asia Pacific All Cap

  

Russell RAFI TM Developed ex US Large Company

FTSE Developed Europe All Cap

  

Russell RAFI TM US Small Company

FTSE Developed Small Cap ex U.S. Liquid

  

Russell Midcap Value

FTSE Emerging

  

S&P 500 Equal Weight

FTSE Emerging Diversified Factor

  

S&P 500 Growth Index

FTSE Emerging Markets All Cap China A Inclusion

  

S&P 500

FTSE Global All Cap ex US

  

S&P 500 Low Volatility

FTSE Global Small Cap ex US

  

S&P 500 Value

FTSE High Dividend Yield

  

S&P 900

High Yield Bonds

  

S&P 900 Growth

iBoxx $ Liquid Investment Grade

  

S&P 900 Value

ICE BofAML 0-5 Year US High Yield Constrained

  

S&P Emerging Markets Under USD2 Billion

iShares Europe

  

S&P Europe 350

iShares Lehman TIPS

  

S&P High Yield Dividend Aristocrats

J.P. Morgan GBI-EMG Core Index (GBIEMCOR)

  

S&P Midcap 400

MSCI All Country World Index ex USA

  

S&P SmallCap 600

MSCI All-World Country (ACWI)

  

S&P SmallCap 600 Equal Weight

MSCI EAFE

  

S&P SmallCap 600 Growth

MSCI EAFE Factor Mix A-Series

  

S&P SmallCap 600 Value

MSCI EAFE IMI

  

S&P U.S. Preferred Stock

MSCI EAFE US Dollar Hedged (USD)

  

Treasury Indices–any index comprised of Treasury securities

MSCI EAFE Value

  

Value Line(R) Dividend

MSCI Emerging Markets

  

Municipal Bond Indices–any index comprised of municipal bonds

MSCI Emerging Markets Investable Market

  

MSCI Emerging Markets Minimum Volatility (USD)

  

 

Revised: November 26, 2018

 

32


  2.

Commodities

 

Gold Bullion3

DBIQ Optimum Yield Diversified Commodity Index Excess Return

 

3.

Cryptocurrency

 

ETFs holding cryptocurrency

This Exhibit may change from time to time and may not always be up-to-date. Please contact the Personal Trading Compliance Team or reference the PTA Dashboard for the most current list.

 

 

3 

ETFs that track the price of Gold Bullion, including but not limited to GLD, (SPDR Gold Shares) are exempt from the Policy because Jennison does not trade Gold Bullion as a commodity; or ETFs that track the price of Gold Bullion on behalf of firm clients.

 

Revised: November 26, 2018

 

33


Exhibit D

Jennison and Prudential Managed Mutual Funds (also known as

Affiliated Open-End Mutual Funds) subject to Sixty Day Mutual Fund

Holding Period

 

A.

Jennison Third Party Managed Open-End Mutual Funds

Edward Jones – Bridge Builder – Large Cap Growth Fund

Harbor Funds – Harbor Capital Appreciation Fund

John Hancock Funds II – Capital Appreciation Fund

SEI Institutional Investments Trust—Long Duration Fund

SEI Institutional Investments Trust – Core Fixed Income Fund

SEI Institutional Managed Trust – Core Fixed Income Fund

SEI Institutional Managed Trust – U.S. Fixed Income Fund

HC Capital Trust – The Growth Equity Portfolio

HC Capital Trust – The Institutional Growth Equity Portfolio

Transamerica Funds – Transamerica Jennison Growth

Transamerica Partners Portfolios – Transamerica Partners Large Growth Portfolio

Vanguard Morgan Growth Fund

Vanguard World Fund – Vanguard US Growth Fund

Franklin K2 Alternative Strategies Fund

 

B.

Prudential Proprietary Mutual Funds and Variable Annuities

Prudential proprietary funds include PGIM, Target, Advanced Series Trust, Prudential Series Fund and Variable Contract Accounts 2, 10, and 11 and the Prudential’s Gibraltar Fund, Inc.

This Exhibit may change from time to time and may not always be up-to-date. Please contact the Personal Trading Compliance Team or reference the PTA Dashboard for the most current list.

Last updated: November 26, 2018

 

Revised: November 26, 2018

 

34

   
LOGO    CODE OF BUSINESS CONDUCT AND ETHICS
  

 

 

Code of Business Conduct and Ethics

Revised February 2019

 

 

Pzena Investment Management, Inc.

Pzena investment Management, LLC

 

     
Compliance Manual   1   Version 1.8


   
LOGO    CODE OF BUSINESS CONDUCT AND ETHICS
  

 

Dear Colleagues/Associates:

The good name and reputation of Pzena Investment Management, Inc., Pzena Investment Management, LLC and their subsidiaries (collectively, the “Company”) are a result of the dedication and hard work of all of us. Together, we are responsible for preserving and enhancing this reputation, a task that is fundamental to our continued well-being. Our goal is not just to comply with the laws and regulations that apply to our business; we also strive to abide by the highest standards of business conduct.

Set forth in the succeeding pages is the Company’s Code of Business Conduct and Ethics (“the Code”). The purpose of the Code is to reinforce and enhance the Company’s ethical way of doing business and, in particular, to provide regulations and procedures consistent with the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The contents of the Code are not new, however. The policies set forth here are part of the Company’s long-standing tradition of ethical business standards.

All employees, officers and directors are expected to comply with the policies set forth in the Code. Read the Code carefully and make sure that you understand it, the consequences of non-compliance, and the Code’s importance to the success of the Company. If you have any questions, speak to the Chief Compliance Officer or any of the alternate Compliance Officers identified in the Code.

The Code should be viewed as the minimum requirements for conduct. The Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that we must ultimately rely on each person’s good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. When in doubt about the advisability or propriety of a particular practice or matter, please confer with the Legal and Compliance group.

We at the Company are committed to providing the best and most competitive services to our clients. Adherence to the policies set forth in the Code will help us achieve that goal.

 

Sincerely,
Richard S. Pzena

 

     
Compliance Manual   2   Version 1.8


   
LOGO    CODE OF BUSINESS CONDUCT AND ETHICS
  

 

Table of Contents

 

 

     Page  

PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

     1  

About this Code of Business Conduct and Ethics

     1  

Purpose

     2  

Employee Provisions

     2  

Implementation

     2  

Definitions

     4  

RESPONSIBILITY TO OUR ORGANIZATION

     5  

Conflicts of Interest

     5  

Prohibited Transactions with Respect to Non-Company Securities*

     6  

Employee Trading Exceptions with Respect to Non-Company Securities*

     7  

Exempt Transactions

     7  

Pre-Clearance Requirement

     8  

Reporting Requirements

     9  

Other Prohibitions

     11  

Company Disclosures

     12  

Review

     13  

Reporting Violations

     13  

Background Checks

     13  

Sanctions

     13  

Required Records

     14  

Record Retention

     14  

Waivers of this Code

     15  

Corporate Opportunities

     15  

Protection and Proper Use of Company Assets

     15  

Client Information

     15  

Portfolio Company Information

     16  

Company Information

     16  

INSIDER TRADING

     16  

FAIR DEALING

     17  

Antitrust Laws

     17  

Conspiracies and Collaborations Among Competitors

     17  

Distribution Issues

     18  

Penalties

     18  

Gathering Information About the Company’s Competitors

     19  

RESPONSIBILITY TO OUR PEOPLE

     19  

Equal Employment Opportunity

     19  

Non-Discrimination Policy

     19  

Anti-Harassment Policy

     20  

Individuals and Conduct Covered

     20  

Retaliation

     20  

Reporting an Incident of Harassment, Discrimination or Retaliation

     20  

Leave Policies

     21  

 

     
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LOGO    CODE OF BUSINESS CONDUCT AND ETHICS
  

 

Safety in the Workplace

     21  

Weapons and Workplace Violence

     21  

Drugs and Alcohol

     21  

INTERACTING WITH GOVERNMENT

     21  

Prohibition on Gifts to Government Officials and Employees

     21  

Political Contributions and Activities

     22  

Lobbying Activities

     22  

Bribery of Foreign Officials

     22  

Amendments and Modifications

     23  

Form ADV Disclosure

     23  

Employee Certification

     23  

 

     
Compliance Manual   ii   Version 1.8


   
LOGO    CODE OF BUSINESS CONDUCT AND ETHICS
  

 

PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK

About this Code of Business Conduct and Ethics

We at the Company are committed to the highest standards of business conduct in our relationships with each other and with our clients, suppliers, shareholders and others. This requires that we conduct our business in accordance with all applicable laws and regulations and in accordance with the highest standards of business conduct. The Company’s Code of Business Conduct and Ethics (this “Code”) helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. Furthermore, this Code sets out procedures for compliance by the Company, a registered investment adviser to separately managed advisory accounts including registered investment companies (the “Funds”) as well as unregistered funds and other private accounts, with Rule 17j-1 under the Investment Company Act of 1940, as amended, Rule 204A-1 and Rule 204-2 under the Investment Advisers Act of 1940, as amended (hereinafter, the Investment Company Act of 1940 and the Investment Advisers Act of 1940 shall collectively be referred to as the “1940 Acts” and Rule 17j-1, Rule 204A-1 and Rule 204-2 shall be collectively referred to as the “Rules”). This Code is designed to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Company’s advisory accounts may breach their fiduciary duties, and to avoid and regulate situations that may give rise to conflicts of interest that the Rules address.

This Code is based on the principle that the Company owes a fiduciary duty to clients, to ensure that its employees conduct their Personal Security Transactions (as defined below) in a manner that does not interfere with clients’ transactions or otherwise take unfair advantage of the Company’s relationship to its clients. The fiduciary principles that govern personal investment activities reflect, at a minimum, the following: (1) the duty at all times to place the interests of the client first; (2) the requirement that all Personal Security Transactions be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility; (3) the fundamental standard that investment personnel should not take inappropriate advantage of their positions; and (4) the requirement that investment personnel comply with applicable Federal securities laws. Our business depends on the reputation of all of us for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.

Honesty and integrity are required of the Company and its employees, officers and directors at all times. The standards herein should be viewed as the minimum requirements for conduct. All employees, officers and directors of the Company are encouraged and expected to go above and beyond the standards outlined in this Code in order to provide clients with top level service while adhering to the highest ethical standards.

This Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. Employees of the Company are employed at-will, except when covered by an express, written employment agreement. This means that employees may choose to resign their employment at any time, for any reason or for no reason at all. Similarly, the Company may choose to terminate employees’ employment at any time, for any legal reason or for no reason at all, but not for an unlawful reason.

 

     
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LOGO    CODE OF BUSINESS CONDUCT AND ETHICS
  

 

Purpose

The purpose of this Code is to reinforce and enhance the Company’s ethical way of doing business and, in particular, to provide regulations and procedures consistent with the 1940 Acts and the Rules. As required by Rule 204A-1, this Code sets forth standards of conduct, requires compliance with the Federal securities laws and addresses personal trading. In addition, this Code is designed to give effect to the general prohibitions set forth in Rule 17j-1(b), to wit:

“It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Fund:

 

  (i)

To employ any device, scheme or artifice to defraud the Fund;

 

  (ii)

To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

 

  (iii)

To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on the Fund; or

 

  (iv)

To engage in any manipulative practice with respect to the Fund.”

Employee Provisions

All Access Persons are required to file reports of their Personal Security Transactions (as defined below), excluding exempted securities, as provided in the “Pre-Clearance Requirement” and “Reporting Requirements” sections below and, if they wish to trade in the Company’s stock or in the same securities as any of the Company’s advisory accounts, must comply with the specific procedures in effect for such transactions.

The reports of employees will be reviewed and compared with the activities of the Company’s advisory accounts and, if a pattern emerges that indicates abusive trading or noncompliance with applicable procedures, the matter will be referred to the Company’s Chief Compliance Officer (the “CCO”), who will make appropriate inquiries and decide what action, if any, is then appropriate, including escalation to the Company’s management as needed.

Implementation

In order to implement this Code, a CCO and one or more alternate Compliance Officers (each, an “Alternate”) shall be designated from time to time for the Company. The current CCO is Joan F. Berger and the current Alternates are Steven Coffey, Geoff Bauer, Jacques Pompy, and Bill Zois.

The duties of the CCO and each Alternate shall include:

 

  (i)

Continuous maintenance of a current list of Access Persons as defined herein;

 

  (ii)

Furnishing all employees with a copy of this Code, and initially and periodically informing them of their duties and obligations thereunder;

 

  (iii)

Training and educating employees regarding this Code and their responsibilities hereunder;

 

     
Compliance Manual   2   Version 1.8


   
LOGO    CODE OF BUSINESS CONDUCT AND ETHICS
  

 

  (iv)

Maintaining, or supervising the maintenance of, all records required by this Code;

 

  (v)

Maintaining a list of the Funds that the Company advises or subadvises;

 

  (vi)

Determining with the assistance of an Approving Officer (as defined below) whether any particular Personal Security Transaction should be exempted pursuant to the provisions of the sections titled “Conflicts of Interest” or “Prohibited Transactions” of this Code;

 

  (vii)

Determining with the assistance of an Approving Officer whether special circumstances warrant that any particular security or Personal Security Transaction be temporarily or permanently restricted or prohibited;

 

  (viii)

Maintaining, from time to time as appropriate, a current list of the securities that are restricted or prohibited pursuant to (vii) above;

 

  (ix)

Issuing any interpretation of this Code that may appear consistent with the objectives of the Rules and this Code;

 

  (x)

Conducting such inspections or investigations as shall reasonably be required to detect and report violations of this Code, as described in paragraphs (xi) and (xii) below, to the Company’s management and the Board of Directors of Pzena Investment Management, Inc. (the “Board”);

 

  (xi)

Submitting periodic reports to the Company’s management containing: (A) a description of any material violation by any non-executive employee of the Company and the sanction imposed; (B) a description of any violation by any director or executive officer of the Company and the sanction imposed; (C) interpretations issued by and any material exemptions or waivers found appropriate by the CCO; and (D) any other significant information concerning the appropriateness of this Code; and

 

  (xii)

Submitting a report at least annually to the Board and the Executive Committee of Pzena Investment Management, LLC (the “Executive Committee”) that: (A) summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year; (B) identifies the violations described in clauses (A) and (B) of the preceding paragraph (xi); (C) identifies any recommended changes in existing restrictions or procedures based upon experience under this Code, evolving industry practices or developments in applicable laws or regulations; and (D) reports of efforts made with respect to the implementation of this Code through orientation and training programs and ongoing reminders.

Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If persons have questions, please ask them; if they have ethical concerns, please raise them. The CCO, who is responsible for overseeing and monitoring compliance with this Code, and the other resources set forth in this Code are available to answer questions and provide guidance and for persons to report suspected misconduct. Our conduct should reflect the Company’s values, demonstrate ethical leadership, and promote a work environment that upholds the Company’s reputation for integrity, ethical conduct and trust.

 

     
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Copies of this Code are available from the CCO, the General Counsel and on the Company’s website. A statement of compliance with this Code must be signed by all officers, directors and employees on an annual basis.

This Code cannot provide definitive answers to all questions. If employees have questions regarding any of the policies discussed in this Code or if employees are in doubt about the best course of action in a particular situation, employees should seek guidance from a supervisor, the CCO or the other resources identified in this Code.

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company’s business. It is not intended to and does not create any obligations to or rights in any employee, director, client, supplier, competitor, shareholder or any other person or entity.

Definitions

For purposes of this Code:

 

  (i)

“Access Person(s)” means any employee, officer, or director (provided that directors may rebut the presumption of access established under Rule 17j-1(a)(1) by way of certification) of the Company. Contractors, interns, and other temporary staff are not generally included; however, we seek separate confidentiality representations from such persons.

 

  (ii)

“Approving Officer” means Richard S. Pzena, John P. Goetz, Ben Silver, Allison Fisch, or designee.

 

  (iii)

A security is “being considered for purchase or sale” when, subject to the Company’s systematic buy/sell discipline as described in its Form ADV and client and prospect presentations, (i) a recommendation to purchase or sell that security has been made by the Company to an advisory account (e.g., the Portfolio Manager has instructed Portfolio Administration to begin preparing orders) or (ii) the Portfolio Manager is seriously considering making such a recommendation.

 

  (iv)

“Beneficial Ownership” means any interest by which an employee or officer or any member of such person’s “immediate family” (which, for purposes of this Code includes a spouse or civil partner (wherever they may live), dependent child or stepchild (wherever they may live), or parent, sibling or other relative by blood or marriage living in the same household as the employee) can directly or indirectly derive a monetary benefit from the purchase, sale or ownership of a Security. Thus, a person may be deemed to have Beneficial Ownership of Securities held in accounts in such person’s own name, such person’s spouse’s name, and in all other accounts over which such person does or could be presumed to exercise investment decision-making powers, or other influence or control1, including trust accounts, partnership accounts, corporate accounts or other joint

 

1 

In accordance with foreign regulations, this would include, without limitation, any Security with which the Access Person is linked as a result of: (i) directly or indirectly controlling the Security (in particular, but without limitation, by way of (i) having a majority of the voting rights in that Security; or (ii) by being a shareholder in that Security and having rights to appoint or remove a majority of the relevant Board, or to exercise a dominant influence over it under a shareholders’ agreement); or (ii) having a participating interest in the Security, by holding, directly or indirectly, at least 20% or more of the voting rights or capital.

 

     
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ownership or pooling arrangements; provided however, that with respect to spouses, a person shall no longer be deemed to have Beneficial Ownership of any accounts not held jointly with his or her spouse if the person and the spouse are legally separated or divorced and are not living in the same household.

 

  (v)

“Exempt Transactions” means the transactions described in the section hereof titled “Exempt Transactions.”

 

  (vi)

“Personal Security Transaction” means, for any employee or officer, a purchase, sale, gifting or donation of a Security in which such person has, had, or will acquire a Beneficial Ownership.

 

  (vii)

“Purchase and Sale of a Security” includes, inter alia, the writing of an option to purchase or sell a Security or participation in a tender offer. In addition, the “sale of a Security” also includes the disposition by a person of that security by donation or gift. On the other hand, the acquisition by a person of a security by inheritance or gift is not treated as a “purchase” of that Security under this Code as it is an involuntary purchase that is an Exempt Transaction under clause (iii) of the section titled “Exempt Transactions” below.

 

  (viii)

“Security” shall mean any common stock, preferred stock, treasury stock, single stock future, exchange traded fund or note, hedge fund, mutual fund, private placement, limited partnership interest, note, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, transferable share, 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 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.

RESPONSIBILITY TO OUR ORGANIZATION

Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company’s interests and to make decisions that affect the Company based on the Company’s best interests, independent of outside influences.

Conflicts of Interest

A conflict of interest occurs when employees’ private interests interfere, or even appear to interfere, with the interests of the Company. A conflict situation may arise when employees take actions or have interests that make it difficult for employees to perform Company work objectively and effectively. Each employee’s obligation to conduct the Company’s business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest as set forth below.

 

     
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As a fiduciary, the Company has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interest of its clients. Compliance with this duty can be achieved by avoiding conflicts of interest or, when impracticable to do so, by fully disclosing all material facts concerning any conflict that does arise with respect to any client and following appropriate procedures designed to minimize any such conflict. Employees must try to avoid situations that have even the appearance of conflict or impropriety. Potential conflicts of interest should be brought to the attention of the CCO, who will determine whether further action is warranted (e.g., escalating such issues to the Risk Management Committee and/or Executive Committee, and/or recommending policy changes or additional disclosure).

 

  (i)

Conflicts of interest may arise where the Company or its employees have reason to favor the interests of one client over another client. Favoritism of one client over another client constitutes a breach of fiduciary duty.

 

  (ii)

Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by Personal Security Transactions also are addressed more specifically below.

 

  (iii)

If the Company determines that an employee’s Beneficial Ownership of a Security presents a material conflict, the employee may be restricted from participating in any decision-making process regarding the Security. This may be particularly true in the case of proxy voting, and employees are expected to refer to and strictly adhere to the Company’s proxy voting policies and procedures in this regard.

 

  (iv)

Employees are required to act in the best interests of the Company’s clients regarding execution and other costs paid by clients for brokerage services. Employees are expected to refer to and strictly adhere to the Company’s Best Execution policies and procedures.

 

  (v)

Access Persons are not permitted to knowingly sell to or purchase from a client any security or other property, except Securities issued by the client.

Employees, officers and directors are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information. The Company’s Insider Trading Policy is hereby incorporated by reference and employees, officers and directors are required to comply with the provisions therein.

Prohibited Transactions with Respect to Non-Company Securities*

 

  (i)

No Access Person or any member of such Access Person’s immediate family may enter into a Personal Security Transaction with actual knowledge that, at the same time, such Security is “being considered for purchase or sale” by advisory accounts of the Company, or that such Security is the subject of an outstanding purchase or sale order by advisory accounts of the Company except as provided below in the section titled “Employee Trading Exceptions with Respect to Non-Company Securities”;

 

  (ii)

Except under the circumstances described in the section below titled “Employee Trading Exceptions with Respect to Non-Company Securities,” no Access Person or any member of such Access Person’s immediate family shall purchase or sell any Security within one business day before or after the purchase or sale of that Security by advisory accounts of the Company;

 

     
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  (iii)

No Access Person or any member of such Access Person’s immediate family shall be permitted to effect a short-term trade (i.e., to purchase and subsequently sell within 60 calendar days, or to sell and subsequently purchase within 60 calendar days) involving the same or equivalent Securities;

 

  (iv)

No Access Person or any member of such Access Person’s immediate family is permitted to enter into a Personal Security Transaction for any Security that is named on a Prohibited List;

 

  (v)

No Access Person or any member of such Access Person’s immediate family shall purchase any Security in an Initial Public Offering (other than a Security issued by the Company);

 

  (vi)

No Access Person or any member of such Access Person’s immediate family shall, without the express prior approval of the CCO, acquire any Security in a private placement, and if a private placement Security is acquired, such employee must disclose that investment when he/she becomes aware of the Company’s subsequent consideration of any investment in that issuer, and in such circumstances, an independent review shall be conducted by the CCO;

 

*

For any transactions by employees, directors and certain related persons in the Company’s Securities, please refer to the separate policy titled “Restrictions on Transactions in the Company’s Securities.”

Employee Trading Exceptions with Respect to Non-Company Securities*

Notwithstanding the prohibitions of the above section titled “Conflicts of Interest,” an employee is permitted to purchase or sell any Security other than the Company’s Securities within one business day of the purchase or sale of that Security by advisory accounts of the Company if the purchase or sale of the Security is approved or allocated only after the Company’s advisory accounts have each received their full allocation of the Security purchased or sold on that day.

 

*

For any transactions by employees, directors and certain related persons in the Company’s Securities, please refer to the separate policy titled “Restrictions on Transactions in the Company’s Securities.”

Exempt Transactions

The following transactions are exempt from the pre-clearance, prohibitions, and reporting provisions of this Code:

 

  (i)

Purchases or sales of Securities of an open-end mutual fund, index fund, money market fund or other registered investment company that is not advised or subadvised by the Company;

 

     
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  (ii)

Purchases or sales of Securities for an account over which an employee has no direct control and does not exercise indirect control (e.g., an account managed on a fully discretionary basis by a third party);

 

  (iii)

Involuntary purchases or sales made by an employee;

 

  (iv)

Purchases that are part of an automatic dividend reinvestment plan;

 

  (v)

Purchases that are part of an automatic investment plan, except that any transactions that override the preset schedule of allocations of the automatic investment plan must be reported in a quarterly transaction report;

 

  (vi)

Purchases or sales of U.S. Treasury Securities (including purchases directly from the Treasury or a Federal Reserve Bank) and other direct obligations of the U.S. Government, as well as unsecured obligations of U.S. Government sponsored enterprises;

 

  (vii)

Purchases or sales of money market instruments, such as bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments;

 

  (viii)

Purchases or sales of units in a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds;

 

  (ix)

Purchases resulting from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of securities of such issuer and the sale of such rights.

 

  (x)

Purchases or sales of futures (except individual stock futures contracts) and commodity contracts; and

The following transactions are exempt from the pre-clearance and prohibitions provisions of this Code; however, the reporting requirements of this Code shall apply to:

 

  (i)

Purchases or sales of open-end mutual funds advised or subadvised by the Company;

 

  (ii)

Purchases or sales of closed-end mutual funds, exchange traded funds or notes (ETF/ETN), and derivatives of such securities;

 

  (iii)

Purchases or sales of municipal securities.

Pre-Clearance Requirement

 

  (i)

Unless an exception is granted by the CCO, each Access Person and each member of their immediate family must pre-clear all Personal Security Transactions by submitting a request through the Schwab Compliance Technology (“SCT”) system and awaiting approval. A pre-clearance request to trade in a security that is held in a client account, or a security that is being considered for client purchase or sale, must also be

 

     
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accompanied by a fully completed Securities Transaction Pre-Clearance Form, as approved by the CCO (or Alternate). The Securities Transaction Pre-Clearance Forms generally include the signatures of an Approving Officer, the relevant Portfolio Manager, the Portfolio Implementation Desk and the Trading Desk. The SCT system will include a list of all such securities within a “Restricted List.” The Securities Transaction Pre-Clearance Form can be found in the SCT system under the “My Policies” link;

 

  (ii)

All pre-cleared Personal Security Transactions, with the exception of private placements, must take place on the same day that the clearance is obtained. Personal Security Transactions in foreign markets will be approved for the next trading session in that local market. If the transaction is not completed on the date of clearance, a new clearance must be obtained, including one for any uncompleted portion. Post-approval is not permitted under this Code. If it is determined that a trade was completed before approval was obtained, it will be considered a violation of this Code; and

 

  (iii)

In addition to the restrictions contained in the “Conflicts of Interest” section hereof, an Approving Officer or the CCO may refuse to grant clearance of a Personal Security Transaction in his or her sole discretion without being required to specify any reason for the refusal. Generally, an Approving Officer or the CCO will consider the following factors in determining whether or not to clear a proposed transaction:

 

  (1)

whether the amount or the nature of the transaction or person making it is likely to affect the price or market of the security; and

 

  (2)

whether the individual making the proposed purchase or sale is likely to receive a disproportionate benefit from purchases or sales being made or considered on behalf of any of the advisory clients of the Company.

The pre-clearance requirement does not apply to Exempt Transactions. In case of doubt, the employee may present a Securities Transaction Pre-clearance Request Form to the CCO for consideration.

Reporting Requirements

 

  (i)

No later than 10 days after becoming an employee, each individual shall provide a listing of all securities Beneficially Owned by the employee (an “Initial Holdings Report”). The information in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person became an employee. The Initial Holdings Report should be furnished to the CCO, Alternate or any other person whom the Company designates, and contain the following information:

 

  (1)

The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares or the principal amount of each reportable security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

 

  (2)

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any reportable securities were held for the direct or indirect benefit of the Access Person, the account number; and

 

     
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  (3)

The date the report is submitted by the Access Person.

 

  (ii)

All employees must direct their brokers and/or affiliated mutual fund custodians to supply the CCO on a timely basis with duplicate copies of monthly or quarterly statements for all personal securities accounts as are customarily provided by the firms maintaining such accounts. For all U.S.-based employees, unless otherwise approved by the CCO, brokerage accounts may only be maintained at the brokerage firms that provide the Company with a direct electronic feed through the SCT system. The list of approved brokerage firms is available from the CCO or designee. Accounts that are managed on a fully discretionary basis by an outside adviser (i.e. the employee has no direct control and does not exercise indirect control) are exempt from this requirement.

 

  (iii)

Such duplicate statements must contain the following information (as applicable):

 

  (1)

The date and nature of each transaction (purchase, sale or any other type of acquisition or disposition), if any;

 

  (2)

Title, and as applicable the exchange ticker symbol or CUSIP number (if any), interest rate and maturity date, number of shares and, principal amount of each security and the price at which the transaction was effected;

 

  (3)

The name of the broker, dealer or bank with or through whom the transaction was effected; and

 

  (4)

The date of issuance of the duplicate statements.

 

  (iv)

No later than 30 days after each calendar quarter, all employees covered by this Code shall provide quarterly transaction reports confirming that they have disclosed or reported all Personal Security Transactions and holdings required to be disclosed or reported pursuant hereto for the previous quarter.

 

  (v)

Within forty-five days of the end of each calendar year, all employees shall provide annual holdings reports listing all securities Beneficially Owned by the employee (the “Annual Holdings Report”). The information contained in the Annual Holdings Report shall be current as of a date no more than 45 days prior to the date the report is submitted, and shall include:

 

  (1)

The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares or the principal amount of each security in which the Access Person had any direct or indirect beneficial ownership;

 

  (2)

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities were held for the direct or indirect benefit of the Access Person, the account number; and

 

  (3)

The date the report is submitted by the Access Person.

 

     
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  (vi)

Any statement or report submitted in accordance with this section may, at the request of the employee submitting the report, contain a statement that it is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership in any Security to which the report relates.

 

  (vii)

All employees shall certify in writing, annually, that they have read and understand this Code and have complied with the requirements hereof and that they have disclosed or reported all Personal Security Transactions and holdings required to be disclosed or reported pursuant hereto.

 

  (viii)

The CCO shall retain records for each employee that shall contain the monthly/quarterly account statements, quarterly and annual reports listed above and all Securities Transaction Pre-clearance Forms.

 

  (ix)

With respect to the receipt of gifts and entertainment, all employees shall promptly report on a form designated by the CCO the nature of such gift or entertainment, the date received, its approximate value, the giver and the giver’s relationship to the Company.

 

  (x)

With respect to reports regarding accounting matters, the Company is committed to compliance with applicable securities laws, rules, and regulations, accounting standards and internal accounting controls. Employees are expected to report any complaints or concerns regarding accounting, internal accounting controls and auditing matters (“Accounting Matters”) promptly. Reports may be made to the General Counsel or the CCO in person, or by calling the Helpline at 1-888-475-8376. Reports may be made anonymously to the Helpline; or in writing to the General Counsel or the CCO at their offices by inter-office or regular mail. All reports will be treated confidentially to the extent reasonably possible. No one will be subject to retaliation because of a good faith report of a complaint or concern regarding Accounting Matters.

Other Prohibitions

Gifts

No Access Person shall accept any gifts or anything else of more than a de minimis value from any person or entity that does business with or on behalf of the Company or any of the advisory accounts of the Company. For purposes hereof, “de minimis value” shall mean a value of less than $100 per calendar year, or such higher amount as may be set forth in FINRA Conduct Rule 3220 from time to time. Furthermore, all gifts to consultants and other decision-makers for client accounts must be reasonable in value and must be pre-approved by the Managing Principal, Marketing and Client Services and the CCO before distribution. The Company has adopted a Business Gift and Entertainment Policy, which is located in the Company’s Compliance Manual.

Political Contributions

No Access Person may make political or charitable contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, no Access Person may consider the Company’s current or anticipated business relationships as a factor in soliciting political or charitable contributions. The Company has adopted a Political Contributions Policy which is located in the Company’s Compliance Manual.

 

     
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Outside Business Activities

No director or executive officer of the Company may serve on the board of directors (or similar governing body) of any corporation or business entity without the prior written approval of the Company’s management. Non-executive employees of the Company may only serve on the board of directors (or similar governing body) of a corporation or business entity with the prior written approval of the CCO in consultation with the Company’s management, and if necessary the Board. Prior written approval of the CCO is also required in the following two (2) additional scenarios:

 

  (1)

Advisory Committee positions of any business, government or charitable entity where the members of the committee have the ability or authority to affect or influence the selection of investment managers or the selection of the investment of the entity’s operating, endowment, pension or other funds.

 

  (2)

Positions on the board of directors, trustees or any advisory committee of a Company client or any potential client who is actively considering engaging the Company’s investment advisory services.

Access Persons, subject to prior written supervisory approval and departmental restrictions, are permitted to engage in outside employment or other business activity (“Outside Business Activity”) if it is free of any actions that could be considered a conflict of interest.    Outside Business Activity must not adversely affect an Access Person’s job performance at the Company, and must not result in absenteeism, tardiness or an Access Person’s inability to work overtime when requested or required. Access Persons may not engage in Outside Business Activity that requires or involves using Company time, materials or resources.

Company Disclosures

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the SEC and in all other public communications made by the Company.

Employees must complete all Company documents accurately, truthfully, and in a timely manner, including all travel and expense reports. When applicable, documents must be properly authorized. Employees must record the Company’s financial activities in compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. Employees must never create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.

 

     
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Review

All pre-clearance requests, statements and reports of Personal Security Transactions and completed portfolio transactions of each of the Company’s advisory clients shall be compared by or under the supervision of the CCO to determine whether a possible violation of this Code and/or other applicable trading procedures may have occurred. Before making any final determination that a violation has been committed by any person, the CCO shall give such person an opportunity to supply additional explanatory information.

If the CCO or Alternate determines that a material violation of this Code has or may have occurred, he or she shall, following consultation with counsel to the Company if needed, submit a written determination and any additional explanatory material provided by the individual to the Company’s management, the Board and the Executive Committee as necessary.

No person shall review his or her own report. If a Personal Security Transaction of the CCO or the CCO’s spouse is under consideration, an Alternate shall act in all respects in the manner prescribed herein for the CCO.

Reporting Violations

Any violations of this Code including violations of applicable Federal securities laws, whether actual, known, apparent or suspected, should be reported promptly to the CCO or to any other person the Company may designate (as long as the CCO periodically receives reports of all violations). It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and an employee acting on his own may compromise the integrity of an investigation and adversely affect both employees and the Company.

Any reports of violations will be treated confidentially to the extent permitted by law and reasonably possible and investigated promptly and appropriately. Any such reports may also be submitted anonymously. Employees are encouraged to consult the CCO with respect to any transaction that may violate this Code and to refrain from any action or transaction that might lead to the appearance of a violation. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.

The Company has a 24-hour Helpline, 1-888-475-8376, which employees can use to report violations of the Company’s policies or to seek guidance on those policies. Employees may report suspected violations to or ask questions of the Helpline anonymously; however, providing such employee’s name may expedite the time it takes the Company to respond to such employee’s call, and it also allows the Company to contact an employee if necessary during any investigation. Either way, the Company should treat the information that employees provide as confidential.

Background Checks

Employees are required to promptly report any criminal, regulatory or governmental investigations or convictions to which they become subject. Each employee is required to promptly complete and return any background questionnaires that the Company’s Legal and Compliance group may circulate.

Sanctions

The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Any violation of this Code shall be subject to the imposition of such sanctions by the CCO as may be deemed appropriate under the circumstances to achieve the purposes of the Rules and this Code, and may include suspension or termination of employment or of trading privileges, the rescission of trades, a written censure, imposition of fines or of restrictions on the number or type of providers of personal accounts; and/or requiring equitable restitution.

 

     
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Required Records

Required Records (as listed in this section) must be kept in an easily accessible place. In addition, no records should be selectively destroyed, and all records must be retained if they are connected with any litigation/government investigation. The CCO shall maintain and cause to be maintained in an easily accessible place, the following records:

 

  (a)

A copy of any Code that has been in effect at any time during the past five years;

 

  (b)

A record of any violation of this Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

 

  (c)

A copy of each report made by the CCO within two years from the end of the fiscal year of the Company in which such report or interpretation is made or issued (and for an additional three years in a place that need not be easily accessible);

 

  (d)

A list of the names of persons who are currently, or within the past five years were, employees;

 

  (e)

A record of all written acknowledgements of receipt of this Code for each person who is currently, or within the past five years was, subject to this Code;

 

  (f)

Holdings and transactions reports made pursuant to this Code, including any brokerage account statements made in lieu of these reports;

 

  (g)

All pre-clearance forms shall be maintained for at least five years after the end of the fiscal year in which the approval was granted;

 

  (h)

A record of any decision approving the acquisition of securities by employees in limited offerings for at least five years after the end of the fiscal year in which approval was granted;

 

  (i)

Any exceptions reports prepared by Approving Officers or the Compliance Officer;

 

  (j)

A record of persons responsible for reviewing employees’ reports currently or during the last five years; and

 

  (k)

A copy of reports provided to a Fund’s board of directors regarding this Code.

For the first two years, the required records shall be maintained in the Company’s New York offices.

Record Retention

In the course of its business, the Company produces and receives large numbers of records. Numerous laws require the retention of certain Company records for various periods of time. The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company’s policy is to identify, maintain, safeguard and destroy or retain all records in the Company’s possession on a

 

     
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systematic and regular basis. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises or designated storage facilities, except in those instances where Company records may be temporarily brought home by employees working from home in accordance with approvals from their supervisors or applicable policies about working from home or other remote locations.

If employees learn of a subpoena or a pending or contemplated litigation or government investigation, employees should immediately contact the General Counsel. Employees must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until employees are advised by the Legal and Compliance group as to how to proceed. Employees must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. If employees have any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records, employees should preserve the records in question and ask the Legal and Compliance group for advice.

Waivers of this Code

Waivers for directors and executive officers may be made by either the Board or the Audit Committee of the Board and must be promptly disclosed as required by law. Waivers for non-executive officers and employees may be made by the CCO.

Corporate Opportunities

Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If employees learn of a business or investment opportunity through the use of corporate property or information or an employee’s position at the Company, such as from a competitor or actual or potential client, supplier or business associate of the Company, employees may not participate in the opportunity or make the investment without the prior written approval of the CCO. Directors must obtain the prior approval of the Board. Such an opportunity should be considered an investment opportunity for the Company in the first instance. Employees may not use corporate property or information or an employee’s position at the Company for improper personal gain, and employees may not compete with the Company.

Protection and Proper Use of Company Assets

We each have a duty to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. We should take measures to prevent damage to and theft or misuse of Company property. When employees leave the Company, all Company property must be returned to the Company. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for business purposes only.

Client Information

Current Federal regulations are designed to protect the privacy of customers of financial institutions and financial services providers. In this regard, the Company has adopted privacy policies (the “Privacy Policies”) by which each employee of the Company must agree to abide. The CCO will ensure that each employee of the Company acknowledges their adherence to the Privacy Policies. A copy of the Privacy Policies is found in the Company’s Compliance Manual. The Company will keep a copy of the Privacy Policies and will make them available upon request.

 

     
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Portfolio Company Information

Certain limitations on trading and other activities may result from employees of the Company receiving access to material, nonpublic information regarding the plans, earnings, operations or financial condition of issuers (“Portfolio Companies”). If, in employee conversations, meetings or written communications with Portfolio Company management, employees are told (or have reason to believe) that the information employees have received is not public, employees should notify the CCO immediately. If employees are forewarned that the information employees are about to receive is confidential/not public, employees should ask the person not to disclose the information to employees until employees have a chance to check with the Legal and Compliance group. The Company’s Insider Trading Policy more fully discusses material, nonpublic information.

Company Information

Unless employees are doing so in connection with Company duties and responsibilities, employees should not discuss specific details about the Company’s business with unauthorized persons, including family members. Even when representing the Company, employees need to be careful about disclosing certain information. Engaging in discussions with outside parties (who are not custodians and brokers or dealers implementing such strategies and transactions for us) about specific strategies or transactions in Portfolio Companies that the Company is or is considering implementing for clients may present a conflict of interest for the Company and may even subject the recipient of such information to this Code (including its personal trading policies). It is very important to remember this when having discussions with personal friends, social acquaintances and former business associates or colleagues who are active investment management professionals (e.g., hedge fund managers, other investment advisers).    It is equally important to remember this when employees are discussing the Company’s business or clients with colleagues in public places (e.g., elevators, lunch lines). Employees should be particularly careful not to use actual company or client names in any public settings.

Information that is proprietary to the Company should not be shared with others. With regard to what might constitute material that is proprietary and/or should not be shared, employees may use a simple guideline that if we paid for it or if we created it, it is likely proprietary and should not be shared. For example, the Company’s proprietary stock analysis software should not be shared with others.

INSIDER TRADING

Various Federal and state securities laws and the Investment Advisers Act of 1940 (Section 204A) require every investment adviser to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of such adviser’s business, to prevent the misuse of material, nonpublic information in violation of the Investment Advisers Act of 1940 or other securities laws by the investment adviser or any person associated with the investment adviser.

The CCO has the primary responsibility for the implementation and monitoring of the Company’s Insider Trading Policy, practices, disclosures and recordkeeping. The Company’s Insider Trading Policy is designed to detect and prevent illegal insider trading. The Insider Trading Policy covers: (i) the Company, (ii) all persons controlled by, controlling or under common control with the Company (iii) consultants, subtenants, office occupants or other persons who are deemed to be Access Persons under this Code; and (iv) each and every employee, officer, director, general partner and member of the Company and any person described in clause

 

     
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(ii) (all persons described in this paragraph are referred to collectively as the “Covered Persons”). The Insider Trading Policy extends to activities both within and outside each Covered Person’s relationship with the Company. The CCO will ensure that each employee of the Company acknowledges their adherence to the Insider Trading Policy. The Company will keep a copy of the Insider Trading Policy and will make it available upon request.

FAIR DEALING

The Company depends on its reputation for quality, service and integrity. The way we deal with our clients, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. Employees should endeavor to deal fairly with the Company’s clients, suppliers, competitors and other employees. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

Antitrust Laws

While the Company competes vigorously in all of its business activities, its efforts in the marketplace must be conducted in accordance with all applicable antitrust and competition laws. While it is impossible to describe antitrust and competition laws fully in any code of business conduct, this Code gives an overview of the types of conduct that are particularly likely to raise antitrust concerns. If employees are or become engaged in activities similar to those identified in this Code, employees should consult the Legal and Compliance group for further guidance.

Conspiracies and Collaborations Among Competitors

One of the primary goals of the antitrust laws is to promote and preserve each competitor’s independence when making decisions on price, output, and other competitively sensitive factors. Some of the most serious antitrust offenses are agreements between competitors that limit independent judgment and restrain trade, such as agreements to fix prices, restrict output or control the quality of products, or to divide a market for clients, territories, products or purchases. Employees should not agree with any competitor on any of these topics, as these agreements are virtually always unlawful. (In other words, no excuse will absolve employees or the Company of liability.)

Unlawful agreements need not take the form of a written contract or even express commitments or mutual assurances. Courts can — and do — infer agreements based on “loose talk,” informal discussions, or the mere exchange between competitors of information from which pricing or other collusion could result. Any communication with a competitor’s representative, no matter how innocuous it may seem at the time, may later be subject to legal scrutiny and form the basis for accusations of improper or illegal conduct. Employees should take care to avoid involving themselves in situations from which an unlawful agreement could be inferred.

By bringing competitors together, trade associations and standard-setting organizations may raise antitrust concerns, even though such groups serve many legitimate goals. The exchange of sensitive information with competitors regarding topics such as prices, profit margins, output levels, or billing or advertising practices may potentially violate antitrust and competition laws, as may creating a standard with the purpose and effect of harming competition. Employees must notify the Legal and Compliance group before joining any trade associations or standard-setting organizations. Further, if employees are attending a meeting at which potentially competitively sensitive topics are discussed without oversight by an antitrust lawyer, employees should object, leave the meeting, and notify the Legal and Compliance group immediately.

 

     
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Joint ventures with competitors are not illegal under applicable antitrust and competition laws. However, like trade associations, joint ventures present potential antitrust concerns. The Legal and Compliance group should therefore be consulted before negotiating or entering into such a venture.

Distribution Issues

Relationships with clients and suppliers may also be subject to a number of antitrust prohibitions if these relationships harm competition. For example, it may be illegal for a company to affect competition by agreeing with a supplier to limit that supplier’s sales to any of the Company’s competitors. Collective refusals to deal with a competitor, supplier or client may be unlawful as well. While the Company generally is allowed to decide independently that it does not wish to buy from or sell to a particular person, when such a decision is reached jointly with others, it may be unlawful, regardless of whether it seems commercially reasonable.

Other activities that may raise antitrust concerns are:

 

  (i)

discriminating in terms and services offered to clients, where the Company treats one client or group of clients differently than another;

 

  (ii)

exclusive dealing agreements, where the Company requires a client to buy only from a particular supplier, or the supplier to sell only to the Company or the client;

 

  (iii)

tying arrangements, where a client or supplier is required, as a condition of purchasing or selling one product or service, also to purchase or sell a second, distinct product or service;

 

  (iv)

“bundled discounts,” in which discount or rebate programs link the level of discounts available on one product or service to purchases of separate but related products or services; and

 

  (v)

“predatory pricing,” where the Company offers a discount that results in the sales price of a product or service being below the product’s or service’s cost (the definition of cost varies depending on the court), with the intention of sustaining that price long enough to drive competitors out of the market.

Because these activities are prohibited under many circumstances, employees should consult the Legal and Compliance group before implementing any of them.

Penalties

Failure to comply with the antitrust laws could result in jail terms for individuals and large criminal fines and other monetary penalties for both the Company and individuals. In addition, private parties may bring civil suits to recover three times their actual damages, plus attorney’s fees and court costs.

The antitrust laws are extremely complex. Because antitrust lawsuits can be very costly (even when a company has not violated the antitrust laws and is cleared in the end), it is important to consult with the Legal and Compliance group before engaging in any conduct that even appears to create the basis for an allegation of wrongdoing. It is far easier to structure employee conduct to avoid erroneous impressions than to explain their conduct in the future when an antitrust investigation or action is in progress. For that reason, when in doubt, consult the Legal and Compliance group with any concerns.

 

     
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Gathering Information About the Company’s Competitors

It is entirely proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, employees should abide by the following guidelines:

 

  1.

We may gather information about our competitors from sources such as published articles, advertisements, brochures, other non-proprietary materials, surveys by consultants and conversations with our clients, as long as those conversations are not likely to suggest that we are attempting to (a) conspire with our competitors, using the client as a messenger, or (b) gather information in breach of a client’s nondisclosure agreement with a competitor or through other wrongful means. Employees should be able to identify the source of any information about competitors.

 

  2.

We must never attempt to acquire a competitor’s trade secrets or other proprietary information through unlawful means, such as theft, spying, bribery or breach of a competitor’s nondisclosure agreement.

 

  3.

If there is any indication that information that employees obtain was not lawfully received by the party in possession, employees should refuse to accept it. If employees receive any competitive information anonymously or that is marked confidential, employees should not review it and should contact the Legal and Compliance group immediately.

The improper gathering or use of competitive information could subject employees and the Company to criminal and civil liability. When in doubt as to whether a source of information is proper, employees should contact the Legal and Compliance group.

RESPONSIBILITY TO OUR PEOPLE

Equal Employment Opportunity

It is the policy of the Company to ensure equal employment opportunity without discrimination or harassment on the basis of race, color, national origin, religion, age, sexual orientation, gender, marital status, disability or any other characteristic protected by applicable Federal, state, or local law. Our employment practices and decisions adhere to the principles of non-discrimination and equal employment opportunity. All personnel involved in hiring, promotion, transfers, compensation, benefits, termination and all other terms and conditions of employment are made aware of their responsibilities in support of these corporate goals.

Non-Discrimination Policy

The Company is committed to a work environment in which all individuals are treated with respect and dignity. Each employee has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Company expects that all relationships among persons in the office will be free of bias, prejudice and harassment.

 

     
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Anti-Harassment Policy

The Company is committed to maintaining a work environment that is free of discrimination. In keeping with this commitment, we will not tolerate unlawful harassment of our employees by anyone, including any supervisor, co-worker or third party. Harassment consists of unwelcome conduct, whether verbal, physical or visual, that is based on a person’s race, color, national origin, religion, age, sexual orientation, gender, marital status, disability or other protected characteristic, that (1) has the purpose or effect of creating an intimidating, hostile or offensive work environment; (2) has the purpose or effect of unreasonably interfering with an individual’s work performance; or (3) otherwise adversely affects an individual’s employment opportunities. Harassment will not be tolerated.

Harassment may include derogatory remarks, epithets, offensive jokes, intimidating or hostile acts, the display of offensive printed, visual or electronic material, or offensive physical actions. Sexual harassment deserves special mention. Unwelcome sexual advances, requests for sexual favors, or other physical, verbal or visual conduct based on sex constitutes harassment when (1) submission to the conduct is required as a term or condition of employment or is the basis for employment action, or (2) the conduct unreasonably interferes with an individual’s work performance or creates an intimidating, hostile or offensive workplace. Sexual harassment may include propositions, innuendo, suggestive comments or unwelcome physical contact.

Individuals and Conduct Covered

These policies apply to all applicants and employees, and prohibit harassment, discrimination and retaliation whether engaged in by fellow employees, by a supervisor or manager or by someone not directly connected to the Company (e.g., an outside vendor, consultant or client).

Conduct prohibited by these policies is unacceptable in the workplace and in any work-related setting outside the workplace, such as during business trips, business meetings and business related social events.

Retaliation

The Company prohibits retaliation against any individual who reports discrimination or harassment or participates in an investigation of such reports. Retaliation against an employee for reporting discrimination or harassment or for participating in an investigation of a claim of harassment or discrimination is a serious violation of this policy and, like harassment or discrimination itself, will be subject to disciplinary action.

Reporting an Incident of Harassment, Discrimination or Retaliation

The Company strongly urges the timely reporting of all incidents of harassment, discrimination or retaliation regardless of the offender’s identity or position. Individuals should file their complaints with their immediate supervisor, the General Counsel, the Chief Human Resources Officer, or any member of senior management before the conduct becomes severe or pervasive. Individuals should not feel obligated to file their complaints with their immediate supervisor first before bringing the matter to the attention of one of the other designated representatives identified above. To the fullest extent practicable, the Company will maintain the confidentiality of those involved, consistent with the need to investigate alleged harassment and take appropriate action. Misconduct constituting harassment, discrimination or retaliation will be dealt with promptly and appropriately.

 

     
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Each supervisor and manager is responsible for enforcing these policies against unlawful discrimination, harassment and retaliation, and maintaining a work environment free from sexual and other unlawful discrimination, harassment and retaliation. This includes understanding these policies; reporting any complaint of unlawful discrimination, harassment or retaliation received from an employee to the appropriate Company representative; cooperating with investigations into reported allegations, and taking the necessary and appropriate action where such allegations are substantiated.

Employees who have experienced conduct they believe is contrary to this policy have an obligation to take advantage of this complaint procedure.

Leave Policies

The Company provides leaves of absences in accordance with applicable federal, state and local law. The Company’s leave policies are outlined in the US Employee Handbook.

Safety in the Workplace

The safety and security of employees is of primary importance. Employees are responsible for maintaining our facilities free from recognized hazards and obeying all Company safety rules. Working conditions should be maintained in a clean and orderly state to encourage efficient operations and promote good safety practices.

Weapons and Workplace Violence

No employee may bring firearms, explosives, incendiary devices or any other weapons into the workplace or any work-related setting, regardless of whether or not employees are licensed to carry such weapons. Similarly, the Company will not tolerate any level of violence in the workplace or in any work-related setting. Violations of this policy must be referred to an employee’s supervisor, the Chief Human Resources Officer and the CCO immediately. Threats or assaults that require immediate attention should be reported to the police by calling 911.

Drugs and Alcohol

The Company intends to maintain a drug-free work environment. Except at approved Company functions, employees may not use, possess or be under the influence of alcohol on Company premises.

Employees cannot use, sell, attempt to use or sell, purchase, possess or be under the influence of any illegal drug on Company premises or while performing Company business on or off the premises.

INTERACTING WITH GOVERNMENT

Prohibition on Gifts to Government Officials and Employees

The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging, which may be provided to government officials and government employees. Employees are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the CCO.

 

     
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Political Contributions and Activities

Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in writing and in advance by the CCO.

This policy does not prohibit the Company from establishing and maintaining political action committees (“PACs”), such as the Company’s PAC, which are permitted under applicable law, nor does this policy prohibit the Company’s eligible employees from giving to such PACs. Employee participation in any of these activities is strictly voluntary and employees have the right to refuse to contribute without reprisal.

Employees’ work time may be considered the equivalent of a contribution by the Company. Therefore, employees will not be paid by the Company for any time spent running for public office, serving as an elected official, or campaigning for a political candidate. The Company will not compensate or reimburse employees, in any form, for a political contribution that employees intend to make or have made.

Lobbying Activities

Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication.

So that the Company may comply with lobbying laws, employees must notify the Legal and Compliance group before engaging in any activity on behalf of the Company that might be considered “lobbying” as described above.

Bribery of Foreign Officials

Company policy, the U.S. Foreign Corrupt Practices Act (the “FCPA”), and the laws of many other countries prohibit the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.

Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give “anything of value.” Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors, or other third parties are also prohibited. Employees may not avoid liability by “turning a blind eye” when circumstances indicate a potential violation of the FCPA.

The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits “facilitating” payments, which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However, determining what is a permissible “facilitating” payment involves difficult legal judgments. Therefore, employees must obtain permission from the Legal and Compliance group before making any payment or gift thought to be exempt from the FCPA.

 

     
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Amendments and Modifications.

The CCO will periodically review the adequacy of this Code and the effectiveness of its implementation and shall make amendments or modifications as necessary. All material amendments and modifications shall be subject to the final approval of the Company’s management, the Board and the Executive Committee as necessary.

Form ADV Disclosure.

In connection with making amendments to this Code, the CCO will review and update disclosure relating to this Code set forth in the Company’s Form ADV, Part 2A.

Employee Certification.

Ultimate responsibility to ensure that we as a Company comply with the many laws, regulations and ethical standards affecting our business rests with each of us. Employees must become familiar with and conduct themselves strictly in compliance with those laws, regulations and standards and the Company’s policies and guidelines pertaining to them. By signing the annual acknowledgment form, employees acknowledge that they have received and read the terms of this Code. Employees also certify that they recognize and understand the responsibilities and obligations incurred by them as a result of being subject to this Code and they hereby agree to abide by the terms hereof.

 

     
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Code of Ethics: Summary of Conduct and Personal Trading Code of Ethics: Summary of Conduct and Personal Trading Policy PIMCO’s Code of Ethics sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your actions and your personal securities transactions. All employees must read and understand the Code. Effective Date: May 2009 Last Revision: April 2019 Policy PIMCO’s Code of Ethics sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your actions and your personal securities transactions. All employees must read and understand the Code. Effective Date: May 2009 Last Revision: April 2019


PIMCO’s Code of Ethics (“Code”) contains the rules that govern your conduct and personal trading. These rules are summarized below. Please see the Code* for more details.

YOU HAVE THE FOLLOWING FUNDAMENTAL RESPONSIBILITIES:

 

   

You have a duty to place the interests of Clients first

 

   

You must avoid any actual or potential conflict of interest

 

   

You must not take inappropriate advantage of your position at PIMCO

 

   

You must comply with all applicable Securities and Commodities Laws

You must pre-clear and receive approval for your Personal Securities Transactions, unless an exemption is available. A Personal Securities Transaction is a very broad concept and includes transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes, but does not include direct transactions in Cryptocurrencies. Make sure you know whether your trade is covered by this Code by checking the definitions found in Appendix I. You are encouraged to consult with a Compliance Officer if you have any question as to the status of a particular instrument under the Code.

You can pre-clear and receive approval for your trade by the following two-step process:

 

Step 1: To pre-clear a trade, you must input the details of the proposed trade into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions.

Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your request changes, you must repeat the pre-clearance process prior to undertaking the transaction.

Generally, certain types of transactions, such as purchases or sales of government securities, open-end mutual funds, and interval funds, do not require pre-clearance and approval. See Sections III.C.2. and III.C.3. of the Code for specific guidance.

However Portfolio Persons are subject to more restrictive pre-clearance requirements that are specifically provided in Section III.C.2.a.

BLACK-OUT PERIODS FOR PORTFOLIO PERSONS:

 

   

Purchases or sales prior to, and including, seven calendar days before a Client trade in the same Security, Derivative, commodity or currency Financial Instrument or any Related Financial Instrument (each as defined in Appendix I)

 

   

Purchases or sales within three calendar days following a Client trade in the same Financial Instrument or any Related Financial Instrument

PROVISIONS THAT MAY RESTRICT YOUR PERSONAL SECURITIES TRANSACTIONS:

 

   

When there are pending client orders in the same Financial Instrument or a Related Financial Instrument

 

   

Initial public offerings (with certain exemptions for fixed income and other securities)

 

   

Private Placements and hedge funds

 

   

Investments in Allianz SE

 

   

Black-out periods in closed-end funds advised or sub-advised by PIMCO

 

*  Capitalized terms are defined in Appendix I.

  

 

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Securities on PIMCO’s Trade Restricted Securities List

 

   

Section 16 holding periods

The Code has other requirements that may restrict your personal securities transactions in addition to those summarized above. Please review the entire Code. Remember that you can be sanctioned for failing to comply with the Code. If you have any questions, please ask a Compliance Officer.

PIMCO CODE OF ETHICS

 

I.

INTRODUCTION

This Code of Ethics (this “Code”) sets out standards of conduct to help PIMCO’s directors, officers and employees (each, an “Employee” and collectively, the “Employees”)1 avoid potential conflicts that may arise from their actions and their Personal Securities Transactions. You must read and understand this Code.2 A Compliance Officer is the person responsible for administering this Code and can assist you with any questions.

 

II.

YOUR FUNDAMENTAL RESPONSIBILITIES

PIMCO insists on a culture that promotes honesty and high ethical standards. This Code is intended to assist Employees in meeting the high ethical standards PIMCO follows in conducting its business. The following general fiduciary principles must govern your activities:

 

   

You have a duty to place the interests of Clients first

 

   

You must avoid any actual or potential conflict of interest

 

   

You must not take inappropriate advantage of your position at PIMCO

 

   

You must comply with all applicable Securities and Commodities Laws

If you violate this Code or its associated policies and procedures PIMCO may impose disciplinary action against you, including full or partial disgorgement of profits, a reduction in discretionary compensation, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation.

 

III.

PERSONAL INVESTMENTS

A. In General

In general, when making personal investments you must exercise extreme care to ensure that you do not violate this Code and your fiduciary duties. You may not take inappropriate advantage of your position at PIMCO in connection with your personal investments. This Code covers the personal investments of all Employees and their Immediate Family Members (e.g., persons sharing the same household as the Employee). Therefore, you and your Immediate Family Members must conduct all your personal investments consistent with this Code.

B. Disgorging Short-Term Trading Profits (“30 Calendar Day Rule”)

PIMCO discourages its employees from engaging short-term trading strategies for their own accounts. Any excessive or inappropriate trading that, in PIMCO’s view, interferes with job performance, or compromises the duty that PIMCO owes to its Clients, will not be tolerated. Employees must always conduct their personal trading activities lawfully, properly and responsibly.

 

1 

PIMCO’s supervised persons also include certain employees of PIMCO Investments, PIMCO’s affiliated broker-dealer. Additionally, employees of certain non-U.S. affiliates of PIMCO are known as “Associated Persons.” Associated Persons are subject to the respective Code of Ethics of the affiliate with whom they are employed.

2 

Capitalized terms are defined in Appendix I.

 

  

 

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3


Except as noted below, PIMCO employees shall disgorge any gains that result from executing a transaction in a Financial Instrument that requires pre-clearance under the Code (as provided in Section III.C.) and then affirmatively executing an opposite way transaction (buying and then selling at a higher price, or selling and then buying at a lower price) in the same Financial Instrument within 30 calendar days. This applies across all brokerage accounts.

For purposes of the 30 calendar day calculation, the date of the transaction is considered day one. Please note, profits are calculated differently under this rule than they would be for tax purposes. Also, it is important to know that transaction costs and potential tax liabilities will NOT be offset against the amount that must be surrendered under this rule.3

Profits from such trades must be disgorged in a manner acceptable to a Compliance Officer. Any disgorgement amount shall be calculated by the Compliance Officer or their designee(s), the calculation of which shall be binding.

Note, an option transaction containing an initial expiration date within the 30 calendar days, as described above, of purchase or sale is considered to be a short-term trading strategy and is subject to the 30 Calendar Day Rule.

The following transactions are excluded from the 30 Calendar Day Rule:

 

  1.

Transactions that are exempt from the pre-clearance and approval requirement as provided in Sections III.C.2. and III.C.3. of the Code (i.e., Exempt Reportable Transactions and Exempt Transactions as defined below). For purposes of this exclusion, although Portfolio Persons must observe the pre-clearance requirements specified in Section II.C.2.a., Portfolio Persons’ transactions in direct obligations of the U.S. Government, or any other national government are excluded from the 30 Calendar Day Rule.

 

  2.

Transactions that ‘roll forward’ options or Futures; that is, the simultaneous closing and opening of options or Futures solely in order to extend the expiration or maturity of the initial position to the month immediately following such expiration or maturity, but that otherwise maintains the economic features (e.g., size and strike price) of the position (when a transaction is rolled forward the transaction date for purposes of calculating compliance with the 30 Calendar Day Rule will be the date of the initial purchase and not the date of the roll forward transaction).

Note: Notwithstanding the exclusion from the 30 Calendar Day Rule, transactions that roll forward options or Futures positions are still subject to the applicable pre-clearance requirements of the Code.

 

  3.

Transactions in cash-equivalent ETFs provided permission is obtained from Compliance in advance.

 

  4.

Transactions in which the gains to be disgorged pursuant to the 30 Calendar Day Rule amount to less than $25.

Prior to transacting, all Employees must represent in their pre-clearance request that the transaction is not in contravention of the 30 Calendar Day Rule.

 

3 

For example, if a purchase is considered to be made on day one, calendar day 31 is the first day a sale of the same Financial Instrument may be made without having to disgorge any gains (assuming there were no additional purchases of the same Financial Instrument during that time period). You may sell the same Financial Instrument at a loss within 30 calendar days (subject to pre-clearance approval, where applicable).

 

  

 

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C. Pre-clearance and Approval of Personal Securities Transactions

You must pre-clear and receive prior approval for all your Personal Securities Transactions unless your Personal Securities Transaction is subject to an exemption under this Code.

The Pre-clearance and Approval Process described below applies to all Employees and their Immediate Family Members.

 

  1.

Pre-clearance and Approval Process

Pre-clearance and approval of Personal Securities Transactions helps PIMCO prevent certain investments that may conflict with Client trading activities. Except as provided in Sections III.C.2. and III.C.3. below, you must pre-clear and receive prior approval for all Personal Securities Transactions by following the two-step pre-clearance and approval process:4

 

The Pre-clearance and Approval Process is a two-step process:

Step 1: To pre-clear a trade, you must input the details of the proposed trade into the Compliance Portal system (accessible through the PIMCO Intranet) and follow the instructions. See Sections III.C.2. and III.C.3. for certain transactions that do not require pre-clearance and approval.

Step 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for the day on which the approval was granted and the following business day, unless you are notified differently by a Compliance Officer. If you do not execute your transaction within the required timeframe or if the information in your pre-clearance request changes, you must repeat the pre-clearance process prior to undertaking the transaction.

Note: If you place a Good-until-Canceled (“GTC”) or Limit Order and the order is not fully executed or filled by the end of the following business day (midnight local time), you must repeat the pre-clearance process.

 

  2.

Transactions Excluded from the Pre-clearance and Approval Requirement (but still subject to the Reporting Requirements)

Except as otherwise provided below, you are not required to pre-clear and receive prior approval for the following Personal Securities Transactions, although you are still responsible for complying with the reporting requirements of Section V. of this Code for these transactions (each, an “Exempt Reportable Transaction”):

 

  a.

Purchases5 or sales of direct obligations of the U.S. Government or any other national government, however, if you are a Portfolio Person, as defined in the Code, you are required to pre-clear and receive prior approval for purchases and sales of direct obligations of the U.S. Government or any other national government except as set forth in Section III.C.3.f. below;

 

  b.

The acquisition or disposition of a Financial Instrument as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to such holders of a class of Financial Instrument or, with respect to Financial Instruments except Futures, assignment or call pursuant to an options contract;

 

4 

Personal Real Estate Investment Transactions (as defined in Appendix II) that constitute Private Placements are Personal Securities Transactions that are subject to, and must be pre-cleared and receive prior approval in accordance with this Section III.C of the Code.

5 

See Section III.C.3.f. for certain additional exemptions.

 

  

 

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  c.

Transactions in open-end mutual funds or interval funds (including those held through a variable insurance product account) managed or sub-advised by PIMCO or an Allianz affiliated entity (i.e., funds managed or sub-advised by PIMCO or an Allianz affiliated entity must be reported but do not need to be pre-cleared). Similarly, direct investments in open-end mutual funds or interval funds managed or sub-advised by PIMCO or an Allianz affiliated entity that are held within a qualified tuition program sponsored by a state, state agency or educational institution and authorized by Internal Revenue Code Section 529 (also known as a 529 Plan) must be reported but do not need to be pre-cleared. Further, investments in an Allianz 529 Plan must also be reported, even if such account does not hold PIMCO or Allianz affiliated funds. The Compliance department has access to information on your holdings in PIMCO private funds and open-end mutual funds in your PIMCO/Allianz 401(k). However, your PCRA, deferred compensation plans, Fund Invest and Allianz Employee Stock Purchase Plan must be reported to Compliance;

 

  d.

Transactions in any Non-Discretionary Account (i) over which neither you nor an Immediate Family Member exercises investment discretion; (ii) have no notice of specific transactions prior to execution; or (iii) otherwise have no direct or indirect influence or control. You must still report the account, including the name of any broker, dealer or bank with which you have an account. You must contact the Compliance Officer if you have this type of account;

 

  e.

Transactions pursuant to an Automatic Investment Plan, including the Allianz Employee Stock Purchase Plan, except that any transaction overriding the Automatic Investment Plan’s predetermined schedule and allocation must be pre-cleared and approved. Notwithstanding the foregoing, an employee may make adjustments to the future percentage investment allocations in the Allianz employee stock purchase plan without pre-clearance.

 

  f.

Transactions in accounts held on automated asset allocation platforms over which neither you nor an Immediate Family Member exercises any investment discretion, including with respect to the Financial Instruments involved in such transactions and the allocation percentages utilized within the asset allocation platform. You must contact the Compliance Officer if you have this type of account.

It is important to remember that transactions in Closed-End Funds and ETFs are subject to the pre-clearance and blackout period requirements.

 

  3.

Transactions Excluded from the Pre-clearance and Approval Requirement and Reporting Requirements

All Personal Securities Transactions by Employees must be reported under the Code with a few limited exceptions set forth below. The following Personal Securities Transactions are exempt from the reporting requirements provided in Section V. of the Code (each, an “Exempt Transaction”):

 

  a.

Purchases or sales of bank certificates of deposit (“CDs”), bankers acceptances, commercial paper and other high quality short-term debt instruments (with a maturity of less than one year), including repurchase agreements;

 

  b.

Purchases which are made by reinvesting dividends (cash or in-kind) on a Financial Instrument including reinvestments pursuant to an Automatic Investment Plan;

 

  c.

Purchases/sales of physical currencies or physical commodities not for investment purposes;6

 

  d.

Purchases or sales of open-end mutual funds or interval funds (including those held through a variable insurance product direct account or a 529 Plan account) that are not managed or sub-advised by PIMCO or an Allianz affiliated entity (i.e., open–end mutual funds and interval funds are not required to be reported unless the fund is managed or sub-advised by PIMCO or an Allianz affiliated entity). Transactions in such unaffiliated open-end funds and interval funds do not need to be pre-cleared;

 

6 

For the avoidance of doubt, direct purchases/sales of Cryptocurrencies are not “Personal Securities Transactions” (as defined in Appendix I) and thus are not subject to the pre-clearance and reporting requirements. However, Derivatives on Cryptocurrencies are “Personal Securities Transactions” and are subject to the pre-clearance and reporting requirements.

 

  

 

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  e.

Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO or an Allianz affiliated entity; and

 

  f.

Purchases of direct obligations of the U.S. Government where such transactions are effected via non-competitive bid through the U.S. Department of the Treasury’s TreasuryDirect system.

D. Additional Requirements Applicable to Portfolio Persons

If you are a “Portfolio Person”7 with respect to a Client transaction, you are subject to the blackout periods listed below. Note that transactions that do not require pre-clearance under Sections III.C.2. and III.C.3. of the Code are not subject to these blackout periods. Regardless of whether you are required to pre-clear your trade, you must not take inappropriate advantage of your position as a Portfolio Person in violation of the Code.

 

  1.

Purchases and sales prior to, and including, seven calendar days prior to a Client trade

A Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days before transacting in the same Financial Instrument or a Related Financial Instrument for a Client. Similarly, a Portfolio Person may not transact in a Financial Instrument prior to, and including, seven calendar days if the Portfolio Person knows of another Portfolio Person’s intention to transact in the same Financial Instrument for a Client. Thus, if you personally transact within seven calendar days (inclusive) of a Client trade in the same or Related Financial Instrument, your personal securities transaction will be considered a violation of the Code of Ethics unless the client trade was directed by someone else without your knowledge or you obtain prior approval from Compliance.

Specific conditions for research analysts

A research analyst may not transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument that such research analyst is analyzing for a Client (whether such analysis was requested by another person or was undertaken on the research analyst’s own initiative). Such prohibition remains in effect until the research analyst is notified in writing that the Financial Instrument has been selected or rejected for purchase or sale for a Client account or until the research analyst obtains permission to transact in the same Financial Instrument, any other Financial Instrument issued by the same issuer or a Related Financial Instrument from a senior supervisor and a Compliance Officer.

 

  2.

Purchases and sales within three calendar days following a Client trade

A Portfolio Person may not transact in a Financial Instrument within three calendar days after (i) transacting in the same Financial Instrument or a Related Financial Instrument for a Client; or (ii) a Client’s transaction in the same Financial Instrument or a Related Financial Instrument if the Portfolio Person knows that another Portfolio Person has transacted in such Financial Instrument or a Related Financial Instrument for a Client.

 

7 

See Appendix I for the definition of “Portfolio Person.” Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client account, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, any research analyst that played a role in researching or recommending a particular Financial Instrument, and members of portfolio risk management.

 

  

 

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  3.

Specific provisions for Real Estate Portfolio Persons with respect to PIMCO advised private funds that invest in real estate8

Real Estate Portfolio Persons must report Personal Real Estate Investment Transactions9 and pre-clear and receive prior approval of certain Personal Real Estate Investment Transactions.

Please refer to Appendix II for a discussion of the pre-clearance and reporting requirements for Personal Real Estate Investment Transactions.

Please note that Personal Real Estate Investment Transactions that constitute Private Placements are Personal Securities Transactions and must be pre-cleared and receive prior approval in accordance with Section III.C of the Code.

Prior to transacting, Portfolio Persons must represent in their pre-clearance request that they are not aware of any pending trades or proposed trades in the next seven calendar days in the same Financial Instrument or a Related Financial Instrument for any Client. Please consider the timing of your personal trades carefully.

E. Provisions that May Restrict Your Trading

If your Personal Securities Transaction falls within one of the following categories, it will generally be denied by the Compliance Officer. It is your responsibility to initially determine if any of the following categories apply to your situation or transaction:

 

  1.

Pending Orders

If the gross aggregate market value exposure of your transaction in the Financial Instrument requiring pre-clearance over a 30 calendar day period across all your Personal Brokerage Accounts exceeds $25,000 and (i) the Financial Instrument or a Related Financial Instrument has been purchased or sold by a Client on that day; or (ii) there is a pending Client order in the Financial Instrument or a Related Financial Instrument then you CANNOT trade the Financial Instrument or any Related Financial Instrument on the same day and your pre-clearance request will be denied. This prohibition is in addition to any other requirements or prohibitions in this Code that may be applicable (e.g., under “III.D. Additional Requirements Applicable to Portfolio Persons”).

As a general matter, transactions up to $250,000 per day in common stock publicly issued by an issuer, and options thereon, included in the Standard & Poor’s 500 Index (“S&P 500® Index”) will be permitted (subject to any other applicable requirements of the Code, such as the pre-clearance and blackout period requirements). Note, with respect to an option transaction, exposure is measured by the underlying notional value of the option.

Transactions that ‘roll forward’ Futures contracts or Options on Futures contracts may be approved. Such a roll forward is considered to be the simultaneous closing and opening of Futures or Options on Futures solely to extend the expiration or maturity of the previous position to the next available contract period immediately following such expiration or maturity, but that otherwise maintains the same economic features (e.g., size and strike price) of the position.

 

  2.

Initial Public Offerings, Private Placements and Investments in Hedge Funds

As a general matter, you should expect that most pre-clearance requests involving initial public offerings (except for fixed-income, preferred, business development companies, registered investment companies, commodity pools and convertible securities offerings) will be denied. If your proposed transaction is an initial public offering, a private placement, or an investment in a hedge fund, the Compliance Officer will determine whether the investment opportunity should be reserved for Clients.

 

8 

For purposes of this clause 3 and Appendix II, the term Financial Instrument as it applies to Personal Securities Transactions of Portfolio Persons shall include Real Estate Investment Transactions.

9 

See Appendix II for definition of Real Estate Portfolio Person and Personal Real Estate Investment Transactions.

 

  

 

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  3.

Allianz SE Investments

You may not trade in shares of Allianz SE during any designated blackout period. In general, the trading windows end six weeks prior to the release of Allianz SE annual financial statements and two weeks prior to the release of Allianz SE quarterly results. This restriction applies to the exercise of cash-settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz SE. Allianz SE blackout dates are communicated to employees and are posted on the employee trading center. A list of such blackout periods is accessible through the PIMCO Intranet.

 

  4.

Blackout Period in any Closed End Fund Advised or Sub-Advised by PIMCO

You may not trade any closed end fund advised or sub-advised by PIMCO during a designated blackout period. A list of such blackout periods is accessible through the PIMCO Intranet.

 

  5.

Trade Restricted Securities List

The Legal and Compliance department maintains and periodically updates the Trade Restricted Securities List that contains certain securities that may not be traded by Employees. The Trade Restricted Securities List is not distributed to employees, but requests to purchase or sell any security on the Trade Restricted Securities List will be denied.

 

  6.

Section 16 Holding Periods

If you are a reporting person under Section 16 of the Securities Exchange Act of 1934, with respect to any closed end fund advised or sub-advised by PIMCO, you are subject to a six month holding period and you must make certain filings with the SEC. It is your responsibility to determine if you are subject to Section 16 requirements and to arrange for appropriate filings. Please consult a Compliance Officer for more information.

F. Excessive Trading and Market Timing of Mutual Fund Shares.

The issue of excessive trading and market timing by mutual fund shareholders is serious and not unique to PIMCO. You are subject to the terms and restrictions of an open-end mutual fund’s prospectus, including restrictions such fund may impose on excessive trading. You may not engage in trading of shares of an open-end mutual fund that is inconsistent with the prospectus of that fund.

G. Your Actions are Subject to Review by a Compliance Officer and Your Supervisor

The Compliance Officer may undertake such investigation as he or she considers necessary to determine if your proposed trade complies with this Code, including post-trade monitoring. The Compliance Officer may impose measures intended to avoid potential conflicts of interest or to address any trading that requires additional scrutiny.

In addition to the Compliance Officer, your supervisor may, unless restricted by relevant regulations, review your personal trading activity on a periodic or more frequent basis. This individual will work with the Compliance Officer on any such reviews.

H. Consequences for Violations of this Code

 

  1.

If determined appropriate by the General Counsel or Compliance Officer you may be subject to remedial actions (a) if you violate this Code; or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, a reduction in discretionary performance compensation, censure, demotion, suspension or dismissal, or any other sanction or remedial action required or permitted by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction.

 

  

 

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  2.

PIMCO’s General Counsel or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, to impose, in consultation with an employee’s supervisor and other relevant parties, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the General Counsel or Compliance Officer, in consultation with an employee’s supervisor and other relevant parties, may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.

 

IV.

YOUR ONGOING OBLIGATIONS UNDER THIS CODE

This Code imposes certain ongoing obligations on you. If you have any questions regarding these obligations please contact the Compliance Officer.

A. Insider Trading

The fiduciary principles of this Code and Securities and Commodities Laws prohibit you from trading based on material, non-public information (“MNPI”) received from any source or communicating this information to others.10 If you believe you may have access to material, non-public information or are unsure about whether information is material or non-public, please consult a Compliance Officer and the PIMCO MNPI Policy. Any violation of PIMCO’s MNPI Policy may result in penalties that could include termination of employment with PIMCO.

B. Compliance with Securities Laws

You must comply with all applicable Securities and Commodities Laws.

C. Duty to Report Violations of this Code

You are required to promptly report any violation of this Code of which you become aware, whether your own or another Employee’s. Reports of violations other than your own may be made anonymously and confidentially to the Compliance Officer.

D. Right to Communicate Directly with Governmental, Regulatory or Self-Regulatory Bodies

This Code will not be interpreted or applied in any manner that would violate any PIMCO employee’s legal rights as an employee under applicable law. For example, nothing in this Code or Appendices attached hereto prohibits or in any way restricts any PIMCO employee from reporting possible violations of law or regulation to, otherwise communicating directly with, cooperating with or providing information to any governmental or regulatory body or any self-regulatory organization or making other disclosures that are protected under applicable law or regulations of the Securities and Exchange Commission or any other governmental or regulatory body or self-regulatory organization. A PIMCO employee does not need prior PIMCO authorization before taking any such action and a PIMCO employee is not required to inform PIMCO if he or she chooses to take such action.

 

V.

YOUR REPORTING REQUIREMENTS

A. On-Line Certification of Receipt and Quarterly Compliance Certification

You will be required to certify your receipt of this Code. On a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. You will also be required to certify your ongoing compliance with this Code on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.

 

10 

As described in Section III.C.2, purchases or sales of open-end mutual funds and interval funds managed or sub-advised by PIMCO are exempt from the pre-clearance and approval process; however, the insider trading prohibition described above applies to MNPI received with respect to an open-end mutual fund or interval fund advised or sub-advised by PIMCO or its affiliates. Non-public information regarding a mutual fund or interval fund is MNPI if such information could materially impact the fund’s net asset value.

 

  

 

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B. Reports of Securities Holdings

You and your Immediate Family Members must report all your Personal Brokerage Accounts and all transactions in your Personal Brokerage Accounts unless the transaction is an Exempt Transaction. You must agree to allow your broker-dealer to provide the Compliance Officer with electronic reports of your Personal Brokerage Accounts and transactions and to allow the Compliance department to access all Personal Brokerage Account information. You will also be required to certify that you have reported all of your Personal Brokerage Accounts to the Compliance Officer on a quarterly basis. Required certifications must be completed within 30 calendar days following the end of the quarter.

 

  1.

Approved Brokers

You and your Immediate Family Members must maintain your Personal Brokerage Accounts with an Approved Broker. The list of Approved Brokers is accessible through the PIMCO Intranet.

If you maintain a Personal Brokerage Account at a broker-dealer other than at an Approved Broker, you will need to close those accounts or transfer them to an Approved Broker within a specified period of time, unless otherwise granted an exemption by a Compliance Officer. Upon opening a Personal Brokerage Account at an Approved Broker, Employees are required to disclose the Personal Brokerage Account to the Compliance Officer. By maintaining your Personal Brokerage Account with one or more of the Approved Brokers, you and your Immediate Family Member’s quarterly and annual trade summaries will be sent directly to the Compliance department for review.

 

  2.

Initial Holdings Report

Within ten calendar days of becoming an Employee, you must submit to the Compliance Officer an Initial Report of Personal Brokerage Accounts and all holdings in securities except Exempt Transactions. Please contact the Compliance Officer if you have not already completed this Initial Report of Personal Brokerage Accounts.

 

  3.

Quarterly and Annual Holdings Report

If you maintain Personal Brokerage Accounts with broker-dealers who are not on the list of Approved Brokers, please contact the Compliance Officer to arrange for providing quarterly and annual reports.

 

  4.

Changes in Your Immediate Family Members

You must promptly notify a Compliance Officer of any change to your Immediate Family Members (e.g., as a result of a marriage, divorce, legal separation, death, adoption, movement from your household or change in dependence status) that may affect the Personal Brokerage Accounts for which you have reporting or other responsibilities.

 

VI.

COMPLIANCE DEPARTMENT RESPONSIBILITIES

A. Authority to Grant Waivers of the Requirements of this Code

The Compliance Officer, in consultation with PIMCO’s General Counsel, has the authority to exempt any Employee or any personal investment transaction from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

 

  

 

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B. Annual Report to Boards of Funds that PIMCO Advises or Sub-Advises

PIMCO will furnish a written report annually to the directors or trustees of each fund that PIMCO advises or sub-advises. Each report will describe any issues arising under this Code, or under procedures implemented by PIMCO to prevent violations of this Code, since PIMCO’s last report, including, but not limited to, information about material violations of this Code, procedures and sanctions imposed in response to such material violations, and certify that PIMCO has adopted procedures reasonably necessary to prevent its Employees from violating this Code.

C. Maintenance of Records

The Compliance Officer will keep all records maintained at PIMCO’s primary office for at least two years and will otherwise keep in an easily accessible place for at least five years from the end of either the fiscal year in which the document was created or the last fiscal year during which the document was effective or in force, whichever is later. Such records include: copies of this Code and any amendments hereto, all Personal Brokerage Account statements and reports of Employees, a list of all Employees and persons responsible for reviewing Employees reports, copies of all pre-clearance forms, records of violations and actions taken as a result of violations, and acknowledgments, certifications and other memoranda relating to the administration of this Code.

 

VII.

ACTIVITIES OUTSIDE OF PIMCO

A. Approval of Activities Outside of PIMCO

 

  1.

You may not engage in full-time or part-time service as an officer, director, partner, manager, member, proprietor, principal, consultant or employee of any Business Organization or Non-Profit Organization other than PIMCO, PIMCO Investments, the PIMCO Foundation, PIMCO Partners, or a fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCO’s General Counsel or other designated person.

 

  2.

Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates.

 

  3.

Certain non-compensated positions in which you would serve in a decision-making capacity (such as on a board of directors for a charity or Non-Profit Organization) must also have been reviewed or approved by PIMCO’s General Counsel or other designated person.

 

  4.

PIMCO’s General Counsel or other designated person may approve such an outside activity if he or she determines that your service or activities outside of PIMCO would not be inconsistent with the interests of PIMCO and its Clients. Other factors that may be considered include any remuneration received or proposed to be received as part of the activity, whether the activity or expected time spent is consistent with your duties to PIMCO and its Clients, and any other factors deemed relevant. PIMCO’s General Counsel or other designated person may also stipulate that approval of your participation in the outside activity is subject to specified conditions. Requests to serve on the board of a publicly traded entity will generally be denied.

 

  

 

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  5.

Regardless of the outcome of PIMCO’s review of your participation in any proposed outside activity, you may not, directly or indirectly, publicly suggest, claim or imply that PIMCO is associated with or in any way approves the activity.

 

VIII.

TEMPORARY EMPLOYEES

Temporary Employees that are classified as Contingent Workforce are considered “Employees” for purposes of this Code. The Compliance Officer may exempt such persons from any requirement hereunder if the Compliance Officer determines that such exemption would not have a material adverse effect on any Client account.

 

  

 

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APPENDIX I

Glossary

The following definitions apply to the capitalized terms used in this Code:

Approved Broker – means a broker-dealer approved by the Compliance Officer. The list of Approved Brokers for each PIMCO location is accessible through the PIMCO Intranet or can be obtained from the Compliance Officer.

Associated Persons – means an employee of PIMCO LLC’s non-U.S. affiliates. Associated Persons are subject to the respective Code of Ethics of the non-U.S. affiliate with whom they are employed, which are, in relevant part, substantially the same as this Code. Associated Persons are subject to the oversight and supervision of PIMCO LLC.

Automatic Investment Plan – means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

Beneficial Interest – means when a person has or shares direct or indirect pecuniary interest in accounts or in reportable Financial Instruments. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, unless specifically excepted by a Compliance Officer, an interest in a Financial Instrument held by: (1) a joint account to which you are a party; (2) a partnership in which you are a general partner; (3) a partnership in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (4) a limited liability company in which you are a managing member; (5) a limited liability company in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; (6) a trust in which you or an Immediate Family Member has a vested interest or serves as a trustee with investment discretion; (7) a closely-held corporation in which you or an Immediate Family Member holds a controlling interest and with respect to which Financial Instrument you or an Immediate Family Member has investment discretion; or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or an Immediate Family has a substantial economic interest.

Business Organization – means an entity formed for the purpose of carrying on a commercial enterprise and/or to achieve certain commercial goals. It may take the form a sole proprietorship, partnership, limited liability company, corporation or other structure.

Client – means any person or entity to which PIMCO provides investment advisory services.

Contingent Workforce – means individuals subject to provisional work agreements which may include temporary contract workers, independent contractors or independent consultants.

Cryptocurrency – means any virtual or digital representation of value, token or other asset in which encryption techniques are used to regulate the generation of such assets and to verify the transfer of assets, which is not a Security or otherwise characterized as a security under the relevant law.

Derivative – means (1) any Futures (as defined below); and (2) a forward contract, a “swap”, a “cap”, a “collar”, a “floor” and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which are included in the definition of “Security”). Questions regarding whether a particular instrument or transaction is a Derivative for purposes of this policy should be directed to the Compliance Officer or his or her designee. For avoidance of doubt, a derivative on a Cryptocurrency is considered to be a “Derivative” for purposes of the Code.

Financial Instrument – means a Security, Derivative, commodity or currency as investment, but does not include Cryptocurrencies. For the avoidance of doubt, futures contracts on Cryptocurrencies are “Financial Instruments” for purposes of the Code.

 

  

 

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Futures – means a futures contract and an option on a futures contract traded on a U.S. or non-U.S. board of trade, such as the Chicago Board of Trade or the London International Financial Futures Exchange.

Immediate Family Member of an Employee – means: (1) any of the following persons sharing the same household with the Employee (which does not include temporary house guests): a person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, legal guardian, adoptive relative, or domestic partner; (2) any person sharing the same household with the Employee (which does not include temporary house guests)that holds an account in which the Employee is a joint owner or listed as a beneficiary; or (3) any person sharing the same household with the Employee in which the Employee contributes to the maintenance of the household and material financial support of such person.

Initial Public Offering – means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

Non-Discretionary Account – means any account managed or held by a broker dealer, futures commission merchant, or trustee as to which neither the Employee nor an Immediate Family Member: (1) exercises investment discretion; (2) receives notice of specific transactions prior to execution; or (3) has direct or indirect influence or control over the account.

Non-Profit Organization – means an organization (generally tax-exempt) that serves the public interest. In general, the purpose of this type of organization must be charitable, educational, scientific, religious or literary. A nonprofit organization is often dedicated to furthering a particular social cause or advocating for a particular point of view.

Personal Brokerage Account – means (1) any account (including any custody account, safekeeping account, retirement account such as an IRA or 401(k) plan, and any account maintained by an entity that may act as a broker or principal) in which an Employee has any direct or indirect Beneficial Interest, including Personal Brokerage Accounts and trusts for the benefit of such persons; and (2) any account maintained for a financial dependent. Thus, the term “Personal Brokerage Accounts” also includes, among others:

 

(i)

Trusts for which the Employee acts as trustee, executor or custodian;

 

(ii)

Accounts of or for the benefit of a person who receives financial support from the Employee;

 

(iii)

Accounts of or for the benefit of an Immediate Family Member; and

 

(iv)

Accounts in which the Employee is a joint owner or has trading authority.

For the avoidance of doubt, the term “Personal Brokerage Account” does not include: (1) an account on the U.S. Department of the Treasury’s TreasuryDirect system, so long as the securities purchased through and/or held in such account may only be, or were, purchased through a non-competitive bid process; or (2) any account with direct holdings of Cryptocurrencies. For avoidance of doubt, an account that holds Derivatives on Cryptocurrencies would constitute a “Personal Brokerage Account” for purposes of the Code, and is subject to the requirements of Section V.B above.

Personal Securities Transaction – means transactions in Securities, Derivatives, currencies for investment purposes and commodities for investment purposes, but does not include direct transactions in a Cryptocurrency. For the avoidance of doubt, “Personal Securities Transaction” includes Derivatives on a Cryptocurrency.

PIMCO – means “Pacific Investment Management Company LLC”.

PIMCO Investments – means “PIMCO Investments LLC”.

 

  

 

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Portfolio Person – means an Employee, including a portfolio manager with respect to an account, who: (1) provides information or advice with respect to the purchase or sale of a Financial Instrument, such as a research analyst; or (2) helps execute a portfolio manager’s investment decisions. Members of Portfolio Risk Management are also considered to be Portfolio Persons. Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular Financial Instrument.

Private Placement – means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to SEC Rules 504, 505 or 506 under the Securities Act of 1933, including hedge funds or private equity funds or similar laws of non-U.S. jurisdictions.

Related Financial Instrument – means any Derivative directly tied to the same underlying Financial Instrument, including, but not limited to, any swap, option or warrant to purchase or sell that same underlying Financial Instrument, and any Derivative convertible into or exchangeable for that same underlying Financial Instrument. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself.

Securities and Commodities Laws – means the securities and/or commodities laws of any jurisdiction applicable to any Employee, including for any employee located in the U.S. or employed by PIMCO, the following laws: Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds, broker-dealers and investment advisers, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the U.S. Department of the Treasury, the Commodity Exchange Act, any rules adopted by the U.S. Commodity Futures Trading Commission under this statute, and applicable rules adopted by the National Futures Association.

Security – means any note, stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization 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 of instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

Compliance Portal – means PIMCO’s proprietary employee trading pre-clearance system.

 

  

 

CODE OF ETHICS | APRIL 2019

  

 

16


APPENDIX II

PIMCO-advised private funds and accounts make investments in real estate.

Real Estate Portfolio Persons must generally pre-clear and receive prior approval from the Compliance Officer for Personal Real Estate Investment Transactions like other Personal Securities Transactions.

Real Estate Portfolio Person – means a Portfolio Person, or any other Employee designated by a Compliance Officer, with respect to PIMCO advised private funds that executes Real Estate Investment Transactions.

Real Estate Investment Transactions – means transactions involving real estate (such as, without limitation, purchases, sales, financings or other forms of investments in office, multifamily, retail, commercial, industrial or hospitality properties or interest in real estate services or service providers), either directly or through investments in funds (other than registered investment companies or publicly traded Securities that are otherwise subject to the Code of Ethics), joint ventures, partnerships, limited liability companies, mortgage or mezzanine loans or other Securities (other than publicly traded Securities that are otherwise subject to the Code of Ethics).

Personal Real Estate Investment Transactions – means Real Estate Investment Transactions for investment purposes.

Indirect investments (e.g., real estate funds or partnerships) may also be subject to pre-clearance as Private Placements under the Code of Ethics. Like other types of personal investments, you are required to report Personal Real Estate Investment Transactions on a quarterly basis.

Notwithstanding the above:

 

   

Transactions involving residential properties owned for personal use (such as a primary residence or a vacation home), as well as loans, advances or gifts to Immediate Family Members to assist in their purchase or maintenance of such properties, are not subject to pre-clearance or the reporting requirements.

 

   

Transactions involving one- to four-unit residential properties purchased for investment purposes are not subject to pre-clearance, so long as such transaction would not (i) constitute a Security (e.g., an interest in an entity of which you are not the general partner, managing member or equivalent), or (ii) violate any of your responsibilities under the Code of Ethics. Such transactions are subject to the reporting requirements, however.

Trades of Securities or instruments that are identified by a ticker, CUSIP, ISIN or Sedol must be pre-cleared using Compliance Portal (accessible through the PIMCO Intranet).

The Code of Ethics requires you to avoid conflicts of interest related to personal investments, including Personal Real Estate Investment Transactions. You are expected to avoid any investment, interest or association which interferes or might interfere with your independent exercise of judgment in the best interest of PIMCO and its Clients, including funds advised by PIMCO. Disclosure of personal or other circumstances constituting a conflict of interest should be reported to the Compliance Officer.

 

  

 

CODE OF ETHICS | APRIL 2019

  

 

17

Personal Securities Trading Policy

Compliance

I-A-045

Date of Last Full Review: January 15, 2019

Posting Date: January 15, 2019

Applicable to: All BNY Mellon employees

 

 

Information Classification: Public

           LOGO


I-A-045: Personal Securities Trading Policy

 

Table of Contents

 

 

A.

  Introduction/Purpose      1  

B.

  Applicability and Scope      1  

C.

  General Requirements for all Employees      1  

1.

  Avoidance of Conflicts of Interest      1  

2.

  Prohibition of Insider Trading MNPI (Trading while in possession of MNPI)      1  

3.

  Prohibition of Market Manipulation      2  

4.

  Trading in BNY Mellon Securities      2  

5.

  Trading in Non-Company Securities      3  

6.

  Spread Betting      3  

7.

  FX Derivatives      3  

8.

  Short Selling      3  

9.

  Initial Public Offerings      3  

10.

  Private Placements      3  

11.

  Volcker Covered Funds      4  

D.

  Requirement to Classify Employees      4  

E.

  General Requirements for all Monitored Employees      6  

1.

  Monitored Personal Trading Activity      6  

F.

  PTA Reporting      6  

1.

  Initial Reporting      6  

2.

  Annual reporting      6  

3.

  Updating PTA      7  

4.

  Approved Broker-Dealers      7  

5.

  Account Statements and Trade Confirmations      7  

G.

  Classification-Specific Requirements      8  

H.

  Compliance with this Policy      8  

1.

  Reporting Violations      8  

2.

  Issuing / Receiving Violations      8  

3.

  Policy Administration      8  

I.

  Roles and Responsibilities      9  

1.

  Ethics Office      9  

2.

  Business Management      10  

3.

  Function-Level Compliance Unit      10  

 

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I-A-045: Personal Securities Trading Policy

 

 

4.

  Legal Department      11  

5.

  Technology Department      11  
J.   Questions      11  
K.   Ownership      11  
L.   Related Policies      11  
M.   Revision History      11  
Appendix A: Requirements for ADM Employees      13  
A.   Proprietary Funds      13  
B.   PTA Reporting      13  
C.   Preclearing Trades in PTA      13  

1.

  De Minimis Transactions      13  

2.

  Proprietary Fund Transactions in the Company’s 401(k) plan      14  
D.   Profit Disgorgement on Short-Term Trading      14  
E.   Initial Public Offerings      15  
F.   Private Placements      15  

1.

  Approval Considerations      15  

2.

  Approval to Continue to Hold Existing Investments      15  
G.   Additional Reporting Requirements for ADM Employees      15  

1.

  Contemporaneous Disclosure      15  
H.   Restrictions for ADM Employees      16  
I.   Additional Requirements for Micro-Cap ADM (MCADM) Employees ONLY      17  

1.

  Transactions and Holdings in Micro-Cap Securities      17  

2.

  Requirement for Newly Designated MCADM Employees      17  
Appendix B: Additional Requirements for Investment Employees      18  
A.   Proprietary Funds      18  
B.   PTA Reporting      18  
C.   Preclearing Trades in PTA      18  

1.

  De Minimis Transactions      18  

2.

  Proprietary Fund Transactions in the Company’s 401(k) plan (U.S. based employees)      19  
D.   Profit Disgorgement on Short-Term Trading      20  
Appendix C: Requirements for Insider Risk, Fund Service, and Fund Officer Employees      21  
A.   Insider Risk Employees      21  

1.

  Exempt Securities      21  

2.

  Preclearing Trades in PTA      21  
B.   Fund Officer and Fund Service Employees      21  

1.

  Company Oversight      21  

 

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I-A-045: Personal Securities Trading Policy

 

 

2.

  Quarterly Reporting in PTA – For Fund Officer Employees and EMEA based Fund Service Employees Only      21  
Appendix D: Requirements for PREG Employees      23  
A.   Exempt Securities      23  
B.   Preclearing Trades in PTA      23  
C.   Trading in Company Securities      23  

1.

  General Restrictions      23  

2.

  Company 401(k) Plan      23  

3.

  Company Employee Stock Options      23  

4.

  Company Employee Stock Purchase Plan (ESPP)      23  

5.

  Blackout Period Trading Implications Profit Disgorgement/Loss Recognition      24  
Appendix E: Trade Preclearance Requirements      25  
A.   General Preclearance Requirements      25  

1.

  Obtain Preclearance Prior to Initiating a Transaction      25  

2.

  Execute Trade within Preclearance Window (Preclearance Expiration)      25  

3.

  Exemptions from the Requirement to Preclear      25  
B.   Preclearance Rules for Company Stock in Retirement and Benefit Plans      26  

1.

  Company 401(k) Plan      26  

2.

  Company Employee Stock Options      26  

3.

  Company Restricted Stock/Units      27  

4.

  Company Employee Stock Purchase Plan (ESPP)      27  
Appendix F: Summary of Select Policy Requirements by Employee Classification      28  
Appendix G: Definitions      30  

 

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I-A-045: Personal Securities Trading Policy

 

 

A.

Introduction/Purpose

As a Global Financial Institution, The Bank of New York Mellon Corporation and its subsidiaries (the “Company”) are subject to certain laws and/or regulations governing the personal trading of securities (as hereinafter defined). In order to ensure that all employees’ personal investments are conducted in compliance with the applicable rules and regulations and are free from conflicts of interest, the Company has established limitations on personal trading. This policy describes the global minimum requirements and restrictions related to personal securities transactions.

 

B.

Applicability and Scope

This policy applies to all employees of the Company, including its subsidiaries and affiliates, when trading in Financial Instruments (collectively referred to as “Securities” under this policy). Where indicated, this policy may also apply to “Indirect Accounts,” as defined under Section E.

An employee is defined as a Director (excluding non-employees), Officer, Agent, Temporary Worker, Contractor, Intern or any other person who works for the Company, regardless of their duration of employment or contract.

Securities” are defined under Appendix G of this policy and include all Financial Instruments unless these are specifically listed as “Exempt” under Appendix G.

Where business / country-specific requirements are more stringent than those set out within this policy, the business or country-specific rules prevail and, therefore, this policy must be read in conjunction with any business-specific or country-specific Tier II/Tier III policies and procedures.

 

C.

General Requirements for all Employees

The following requirements apply to all employees of the Company. In addition to the below standards of conduct, employees must also comply with any additional requirements, as described in the next section of this policy (See Additional Requirements).

 

  1.

Avoidance of Conflicts of Interest

In line with the Employee Code of Conduct, employees must not put their own interests ahead of the Company and its clients. Employees are prohibited from placing transactions in securities if this would (or be perceived to) create a conflict of interest between the employee and clients or the Company. Employees must also not seek to benefit in any way from their access to the Company or client information. You must be mindful of this obligation, use your best efforts to honor it, and report promptly to the Ethics Office and your Compliance Officer any Company employee that fails to meet this obligation. With respect to the potential conflicts of interest that personal securities trading activity or other actions may engender, please also refer to the Company’s Code of Conduct and the policy on Corporate Policy I-A-035, Business Conflicts of Interest.

 

  2.

Prohibition of Insider Trading MNPI (Trading while in possession of MNPI)

In carrying out your job responsibilities, you must, at a minimum, comply with all applicable legal requirements and securities laws. As an employee, you may receive information about the Company, its clients or other parties that, for various reasons, must be treated as confidential. With respect to these parties, you are not permitted to divulge to anyone (except as may be permitted by your business and in accordance with approved procedures) proprietary information. You must comply with measures in place to preserve the confidentiality of information. Refer to the Company’s Code of Conduct for additional guidance.

 

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I-A-045: Personal Securities Trading Policy

 

 

Securities and/or Market Abuse laws prohibit the trading (including initiating, amending, or cancelling an order) of securities (see Appendix G) while aware of material nonpublic information (MNPI) regarding the issuer of those securities and/or about the portfolio holdings, transactions or recommendations with respect to fiduciary accounts; this is generically known as “insider trading”.

Employees that possess MNPI must not

 

   

Engage or attempt to engage in Insider Trading on the basis of having MNPI;

 

   

Recommend that another person engages in dealing or induces another person to engage in dealing on the basis of the MNPI; or

 

   

Unlawfully disclose the MNPI (Tipping)

Employees cannot trade in a security if it would be reasonably foreseen that this could be perceived as Insider Trading. Please refer to the Market Abuse Policy (Corporate Policy I-A-040) for more information.

Refer to the Company’s Securities Firewalls Policy (Corporate Policy I-A-046) for guidance in determining when information is material and/or nonpublic and how to handle such information. Examples of potential MNPI include, but are not limited to, proposed mergers or acquisitions, tender offers, significant events such as a security or cyber breach, and receipt of earnings prior to public disclosure. Please refer to Appendix A in the Securities Firewalls Policy for a more comprehensive list of potential MNPI examples.

 

  3.

Prohibition of Market Manipulation

In accordance with the Market Abuse Policy, Employees of BNY Mellon must not engage in, or attempt to engage in, Market Manipulation.

 

  4.

Trading in BNY Mellon Securities

All employees who trade in Company securities must be aware of their responsibilities to the Company and must be sensitive to even the appearance of impropriety. The following restrictions apply to all transactions in the Company’s publicly traded securities, whether owned directly (i.e., in your name) or indirectly (see indirect ownership in Appendix G):

 

   

Short Sales – You are prohibited from engaging in short sales of Company securities.

 

   

Short-Term Trading – You are prohibited from purchasing and selling or from selling and purchasing any Company securities within any 60 calendar day period. In addition to other potential sanctions, you will be required to disgorge any profits on such short-term trades as calculated in accordance with procedures established by the Ethics Office. This included transactions in the BK Stock Fund held within the BNY Mellon 401(k).

 

   

Margin Transactions – You are prohibited from purchasing Company securities on margin; however, you may use Company securities to collateralize full-recourse loans for non-securities purposes or for the acquisition of securities other than those issued by the Company.

 

   

Option Transactions – You are prohibited from engaging in any derivative transaction involving or having its value based upon any securities issued by the Company (or the values thereof), including the buying and writing of over-the-counter and exchange traded options.

 

   

Major Company Events – You are prohibited from transacting in the Company’s securities if you have knowledge of major Company events that have not been publicly announced. This prohibition expires 24 hours after a public announcement is made.

 

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I-A-045: Personal Securities Trading Policy

 

 

  5.

Trading in Non-Company Securities

You must be sensitive to any impropriety in connection with your personal securities transactions in securities of any issuer, including those owned indirectly (see indirect ownership in Appendix G). You must refer to the Company’s Code of Conduct for employee investment restrictions with parties that do business with the Company. In addition, you are prohibited from front running and scalping.

 

  6.

Spread Betting

Taking bets on securities pricing (inclusive of FX spread-betting) to reflect market/currency movement activities is prohibited.

 

  7.

FX Derivatives

FX derivative trading is prohibited.

 

  8.

Short Selling

All employees should be mindful of short selling prohibitions in the jurisdiction in which the security is listed for trading. In some jurisdictions, short selling of financial stocks is banned.

 

  9.

Initial Public Offerings

You are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (IPO) without the prior approval of the Ethics Office. Approval is only likely to be given when the allocation comes through an employee of the issuer who has a direct family relationship to the BNY Mellon employee or when the issuance is arranged by governments to promote the public ownership of previously state owned assets and where a bank, savings and loan or insurance company converts from a structure owned by policyholders to one owned by investors (demutualization). Approval may not be available to employees of registered broker-dealers due to certain laws and regulations (e.g., FINRA rules in the U.S.). If you have any questions as to whether a particular offering constitutes an IPO, consult the Ethics Office before submitting an indication of interest to purchase the security.

 

  10.

Private Placements

 

   

Acquisition – You are prohibited from acquiring any security in a private placement unless you obtain prior written approval from the Ethics Office and your Compliance Officer. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Fund Request Form, which can be found on MySource or can be obtained by sending an email to the PST Private Placements mailbox at pstprivateplacements@bnymellon.com.

 

   

Subsequent Actions – Should you participate in any subsequent consideration of credit for the issuer or of an investment in the issuer for an advised account, you are required to disclose your investment to your Compliance Officer. The decision to transact in such securities for an advised account is subject to independent review.

 

   

Divesture of a Private Placement that is an Affiliated Fund of BNY Mellon – Employees who wish to divest are required to obtain pre-approval from the Ethics Office prior to redemption. An Affiliated Fund Redemption Request Form can be found on MySource or may be obtained by sending an email to the PST Private Placements mailbox at pstprivateplacements@bnymellon.com.

 

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I-A-045: Personal Securities Trading Policy

 

 

  11.

Volcker Covered Funds

 

   

Acquisition – You are prohibited from acquiring any initial or subsequent investment in a Volcker Covered Fund (the list of funds can be found at the Volcker Compliance site on MySource) unless you obtain prior written approval from the Ethics Office and your Compliance Officer. You should be aware that under the Volcker Rule, neither you nor your immediate family, may make such an investment unless your job duties are directly related to providing investment advisory, commodity trading advisory or “other services” to the fund. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Funds Request Form, which can be found on MySource or may be obtained by sending an email to PST Private Placements mailbox at pstprivateplacements@bnymellon.com.

 

   

New Employees – Any new hire who directly or indirectly (through an immediate family member) holds an investment in a Volcker Covered Fund must receive permission to continue to hold that investment. In order to receive approval, employees must complete and submit to the Ethics Office the Private Placement/Volcker Covered Funds Request Form, which can be found on MySource or may be obtained by sending an email to the PST Private Placements mailbox at pstprivateplacements@bnymellon.com. If the holding is not permitted under the Volcker Rule, the employee will be required to divest the ownership interest.

Contact your Compliance Officer if you have questions regarding requirements related to the Volcker Rule.

 

D.

Requirement to Classify Employees1

This policy imposes additional requirements and limitations on employees based on the nature of their job activities.

Each Business 2 or Corporate Staff group is responsible for assigning Personal Securities Trading Classifications to their employees in accordance with this Policy and/or their Business Policy/Procedure. In considering whether an individual should be deemed a Monitored Employee, Businesses should consider the following:

 

   

S/he has regular access to MNPI; or

 

   

S/he has access to pending, open orders or pre-trade information (or providing advice to Clients on the purchase or sales of securities); or

 

   

S/he has been designated a Monitored Employee by business/functional-level Compliance and business management using a risk based approach (or perceived conflicts of interest that would require the employee to be monitored); or

 

   

Local law, regulation or contractual obligation requires the person to be subject to enhanced controls/monitoring over their personal securities trading activities.

Businesses should consider the full extent of the employee’s role (i.e., operational role as well as any governance role such as a CEO). If an employee would not receive MNPI in their operational role but, due to their governance responsibilities, they receive regular MNPI, the highest standard of classification should apply.

 

1 

With the exception of Non-Classified Employees, all other classifications are considered to be “Monitored Employees”. Due to the nature of their job activities and in addition to the General Requirements of this policy, Monitored Employees are also subject to the requirements listed in Section E (General Requirements for all Monitored Employees). Non-Classified Employees do not have any additional requirements.

2 

Compliance is responsible for classifying employees in Investment Management (Asset Management and Wealth Management) in accordance with their policies and procedures

 

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I-A-045: Personal Securities Trading Policy

 

 

Employees not meeting any of these requirements will be classified as a Non-Classified Employee and their personal trading will not be monitored. Only the requirements as set out under Section C will apply to non-monitored employees.

The classifications are as follows:

 

Classification Type

  

Definition

Access Decision Maker (ADM)   

Generally, employees are considered to be ADM Employees if they are Portfolio Managers or Research Analysts and make or participate in recommendations or decisions regarding the purchase or sale of securities for mutual funds or managed accounts. Portfolio Managers of broad-based index funds and traders are not typically classified as ADM Employees.

Dreyfus/FINRA Employee   

An employee who is subject to regulation resulting from his/her registration with FINRA.

Fund Officer Employee   

An employee who is not in the Asset Management or Wealth Management businesses and, in the normal conduct of his/her job responsibilities, serves as an officer of a fund, is not required to preclear trading activity by a fund, and does not attend board meetings.

Fund Service Employee   

An employee who is not in the Asset Management or Wealth Management businesses and whose normal job responsibilities involve maintaining the books and records of mutual funds and/or managed accounts.

Insider Risk Employee   

A classification of employees that in the normal conduct of their job responsibilities are likely to receive or be perceived to be aware of or receive material nonpublic information concerning the company’s clients. Employees in this classification typically include, but are not limited to, Risk and Legal personnel. All members of the company’s Executive Committee (excluding Pershing Executive Committee Members who are covered by the Pershing trading policy), who are not otherwise classified as Investment Employees, will be classified as Insider Risk Employees.

Investment Employee   

An employee who, in the normal conduct of his/her job responsibilities, has access (or are likely to be perceived to have access) to nonpublic information regarding any advisory client’s purchase or sale of securities or nonpublic information regarding the portfolio holdings of any Proprietary Fund, is involved in making securities recommendations to advisory clients, or has access to such recommendations before they are public. This classification typically includes employees in the Asset Management and Wealth Management businesses, including:

 

•  Certain employees in fiduciary securities sales and trading, investment management and advisory services, investment research and various trust or fiduciary functions; Employees of a Company business regulated by certain investment company laws. Examples are:

 

•  In the U.S., employees who are “advisory persons” or “access persons” under Rule 17j-1 of the Investment Company Act of 1940 or “access persons” under Rule 204A-1 of the Advisers Act.

 

•  In the U.K., employees in companies undertaking specified activities under the Financial Services and Markets Act 2000 (Regulated Activities), Order 2001, and regulated by the Financial Conduct Authority.

 

•  Any member of the Company’s Senior Management who, as part of his/her usual duties, has management responsibility for fiduciary activities or routinely has access to information about advisory clients’ securities transactions.

 

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I-A-045: Personal Securities Trading Policy

 

 

Pre-Release Earning Group (PREG) Employee   

The Pre-Release Earnings Group consists of all members of the Company’s Executive Committee, their administrative assistants and any individual determined by the Company’s Corporate Finance Department to be a member of the group.

 

E.

General Requirements for all Monitored Employees

In addition to the requirements which apply to all employees as described in Section C of this policy, all Monitored Employees (i.e., all employees excluding Non-Classified Employees) are also subject to the following requirements as well as the specific requirements set out under the appendices for their classification:

 

  1.

Monitored Personal Trading Activity

In order to ensure compliance with securities laws and to avoid even the appearance of a conflict of interest, the Ethics Office monitors the personal trading activities of Monitored Employees. Trading is monitored electronically via the Personal Trading Assistant (PTA) System. The Ethics Office will grant Monitored Employees secure access to the PTA so that they can fulfill their PTA reporting requirements as described below.

Employees classified as monitored employees have a duty to report trades in accounts which are directly owned by them or where they have indirect ownership as per the additional requirements set out in this policy. The definition of indirect ownership 3 can be found under Appendix G.

 

F.

PTA Reporting

 

  1.

Initial Reporting

Within 10 calendar days of being assigned a classification and informed by the Ethics Office, you must file an Initial Broker Accounts Report and an Initial Holdings Report (excluding Pershing employees) in the PTA. The Initial Broker Accounts Report must contain a listing of all accounts that trade or are capable of trading securities (excluding exempt securities) and that are owned directly by you or of which you have indirect ownership. The Initial Holdings Report must contain a listing of all securities (excluding exempt securities) held in the aforementioned accounts and any securities (excluding exempt securities) held outside of these accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). Both the Initial Broker Accounts Report and the Initial Holdings Report must be an accurate recording of security accounts and security holdings within the last 45 calendar days after receiving your employee classification.

Note: Monitored Employees are required to report any directly- or indirectly-owned accounts that have the capability of holding securities (excluding exempt securities), regardless of what the accounts are currently holding. For example, if an account contains only exempt securities but has the capability of holding non-exempt securities, the account must be reported.

 

  2.

Annual reporting

On an annual basis and within 30 calendar days after the end of the year, Monitored Employees (excluding Pershing employees) are required to file an Annual Holdings Report in the PTA. The Annual Holdings Report must contain a current listing of securities

 

3 

It is recognized that in some jurisdictions or regulated entities that are outside of the U.S., other regulations may prevail with respect to disclosure of third party accounts. Please refer to your local Personal Securities Trading Policy, if appropriate, to determine if this is applicable and/or speak with your Compliance Officer if you have any questions.

 

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I-A-045: Personal Securities Trading Policy

 

 

(excluding exempt securities) held in all accounts that trade or are capable of trading securities (excluding exempt securities) and that are owned directly by you or of which you have indirect ownership. The Annual Holdings Report must also contain a current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.). The securities information included in the report must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this annual reporting requirement, Monitored Employees must also certify that they have read, understand, and complied with this policy.

 

  3.

Updating PTA

 

  a)

New Accounts

Monitored Employees are responsible for adding to the PTA as soon as possible any new brokerage accounts that are opened after the Initial Broker Accounts Report has been submitted. This requirement applies to both accounts that are owned directly by you or of which you have indirect ownership.

 

  b)

Gifts and Inheritances

Monitored Employees (excluding Pershing employees) who give or receive a gift of securities (excluding exempt securities) or receive an inheritance that includes securities (excluding exempt securities) must report the activity as an adjustment to holdings in the PTA within 10 calendar days. The report must disclose the name of the person receiving or giving the gift or inheritance, date of the transaction, and name of the broker through which the transaction was effected (if applicable). A gift of securities must be one where the donor does not receive anything of monetary value in return.

 

  c)

Updating Holdings

You are required to update in the PTA any changes to your securities (excluding exempt securities) holdings that occur as a result of corporate actions, dividend reinvestments, or similar activity. These adjustments must be reported as soon as possible, but no less than annually. Non-U.S.-based Monitored Employees, including Fund Service and Fund Officer Employees, are required to submit to Local Compliance, upon receipt from their broker, trade confirmations or contract notes for trades in non-exempt securities.

 

  4.

Approved Broker-Dealers

All U.S.-based Monitored Employees must maintain any directly- or indirectly-owned brokerage accounts at specific broker-dealers that have been approved by the company. Monitored Employees living outside the U.S. are not subject to this requirement. U.S.-based Monitored Employees should refer to MySource to obtain the current list of approved broker-dealers. Any exceptions to this requirement must be approved, in writing, by the Ethics Office.

 

  5.

Account Statements and Trade Confirmations

U.S.-based Monitored Employees who receive an exception to the approved broker-dealer requirement or who are in the process of moving their account(s) to an approved broker-dealer must instruct their non-approved broker-dealer, trust account manager, or other entity holding their securities to submit duplicate statements and trade confirmations directly to the company. This requirement applies to both direct- and indirectly-owned accounts where applicable and includes any account that has the capability of holding securities (excluding exempt securities) regardless of what the account is currently holding. For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), Monitored Employees must comply with the company’s request to confirm transactions and holdings.

 

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I-A-045: Personal Securities Trading Policy

 

 

Non-U.S.-based Monitored Employees are required to enter their trade into the PTA System within 10 days of the transaction and provide account statements to their designated Local Compliance Officer. Employees based in Canada should provide their statements to the Ethics Office at securitiestradingpolicyhelp@bnymellon.com. This requirement applies to both direct- and indirectly-owned accounts where applicable and includes any account that has the capability of holding securities (excluding exempt securities) regardless of what the account is currently holding. For securities held outside of an account (such as those held directly with an issuer or maintained in paper certificate form), Monitored Employees must comply with the company’s request to confirm transactions and holdings.

 

G.

Classification-Specific Requirements

In addition to the General Requirements of the policy and the preceding Requirements for Monitored Employees, ADM, Investment, Insider Risk, Fund Service, Fund Officer, and PREG Employees must also adhere to the requirements of their assigned classification(s). Employees should refer to Appendices A through E for the specific additional requirements of their assigned classification(s).

Refer to Appendix F for a summary of select policy requirements by employee classification.

 

H.

Compliance with this Policy

Generally, as an employee of the Company, you may be held personally liable for any improper or illegal acts committed during the course of your employment; non-compliance with this policy may be deemed to encompass one of these acts. Accordingly, you must read this policy and comply with the spirit and the strict letter of its provisions. Failure to comply may result in the imposition of serious sanctions, which may include, but are not limited to, the disgorgement of profits, cancellation of trades, selling of positions, and suspension of personal trading privileges, dismissal, and referral to law enforcement or regulatory agencies.

The provisions of the policy have worldwide applicability and cover trading in any part of the world, subject to the provisions of any controlling local law. To the extent any particular portion of the policy is inconsistent with, or in particular less restrictive than such laws, you must consult with the Manager of the Ethics Office.

 

  1.

Reporting Violations

To report a known or suspected violation of this policy, immediately contact the Ethics Office or your Compliance Officer. You may also report known or suspected violations anonymously through BNY Mellon’s Ethics Help Line or Ethics Hot Line.

 

  2.

Issuing / Receiving Violations

If an employee is found to be in violation of this Policy, they will be issued with a warning or violation memo.

 

  3.

Policy Administration

Various departments, business units, teams, and employees within the Company are responsible for managing, overseeing, and/or providing support for the administration of this policy. The specific responsibilities and procedural requirements for these various administrators are described in Section I.

 

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I-A-045: Personal Securities Trading Policy

 

 

I.

Roles and Responsibilities

 

  1.

Ethics Office

The Corporate Ethics Office, led by the Chief Compliance and Ethics Officer (CCEO), must:

 

   

Develop, interpret and administer the Policy. (Note: Amendments of the policy will be made, or waivers of its terms will be granted, at the discretion of the Manager of the Ethics Office only and with the concurrence of other officers or directors of the Company, where required (e.g., U.S. mutual fund directors). Any waiver or exemption must be evidenced in writing to be official.) Substantive changes to the policy will be approved by the CCEO.

 

   

Maintain the following records in a readily accessible place, for five years from their creation (unless otherwise noted below):

 

   

A copy of each version of the Policy, including amendments, in existence for any period of time;

 

   

A record of any violation of the Policy and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

 

   

A record of acknowledgement of receipt of the Policy by each person who currently, or at any time in the prior five years, was required to receive a copy pursuant to some law, rule, or regulation;

 

   

All holdings or transaction reports made pursuant to the terms of the Policy (only the past two years in a readily accessible place);

 

   

A list of names and designations of all employees of the company who are designated as “supervised persons” of an SEC Registered Investment Advisor;

 

   

A record of any decision and supporting reasons for approving the acquisition of securities by personnel subject to the Policy in limited offerings.

 

   

Identify all Compliance Officers who are responsible for reviewing employee reports and other records.

 

   

Set standards for compliance monitoring and testing of compliance with this Policy.

 

   

Maintain electronic systems to support personal trading and ensure system enhancements are properly controlled and tested prior to implementation.

 

   

Provide training during major acquisitions, significant system implementations or modifications.

 

   

Use their best efforts to assure that requests for preclearance, personal securities transaction reports and reports of securities holdings are treated as “personal and confidential.” (The company may be required by law to review, retain, and in some circumstances, disclose such documents. Therefore, such documents must be available for inspection by appropriate regulatory agencies and by other parties within and outside the Company as are necessary to evaluate compliance with or sanctions under the Policy or other requirements applicable to the Company.)

 

   

Determine appropriate sanctions for Policy violations and maintain a record of all such sanctions.

 

   

Notify the violator and his/her manager of policy violations and the sanctions imposed.

 

   

Maintain a list (the “Restricted List”) of companies whose securities employees in their business or firm are restricted from trading for various reasons. Such trading restrictions may be appropriate to protect the Company and its employees from potential violations, or the appearance of violations, of securities laws. This list must not be distributed outside of the Compliance Office or Ethics Office and its contents are confidential.

 

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I-A-045: Personal Securities Trading Policy

 

 

   

Calculate and collect proof of employee disgorgement of profits to a recognized charity.

 

   

Ensure an annual certification of compliance with the Policy is collected.

 

   

Where agreed upon with a business or sector, oversee collection of reporting requirements including obtaining required securities account statements and trade transaction details, and monitoring to trading to detect violations of Policy.

 

   

Oversee approvals of investments in initial public offerings, acquisitions of private investments, and withdrawal requests for affiliated hedge/private equity funds.

 

   

Review account documentation to determine if an employee account can be deemed a non-discretionary (managed) account.

 

  2.

Business Management

Management of the Company’s business and corporate staff groups will:

 

   

Classify employees according to Business Policy seeking guidance from Compliance when required.

 

   

Maintaining the correct classification for Employees in their business unit and monitoring whether the correct classification is still assigned to employees

 

   

Provide annual attestation of the classification of the employees according to Business Policy seeking guidance from Compliance when required.

 

   

Ensure that managers communicate an employee’s classification under this policy and that proper training of the Policy requirements has been provided.

 

   

In consultation with the function-level compliance unit, construct and provide a list of securities appropriate for Policy restrictions.

 

   

Enforce compliance with the Policy.

 

   

Notify the Ethics Office of new trading systems required for employee monitoring.

 

  3.

Function-Level Compliance Unit

Compliance units at the Function level, under the supervision of Business Compliance Directors, must:

 

   

When agreed upon with the Business, classify employees in accordance with the rationale as defined in the local policies and procedures. Investment Management (Asset Management and Wealth Management) Compliance will classify employees according to Policy or procedures.

 

   

As a result of a second policy violation and at the request of the Ethics Office, provide training and or confirm the employee completed such training on the Policy.

 

   

Report violations of the Policy to the Ethics Office and to the Board of Directors at the appropriate investment subsidiary, if necessary.

 

   

When applicable, ensure data required to perform compliance monitoring (e.g., Restricted Lists, Portfolio Manager Codes, and Designated Approvers) is provided to the Ethics Office.

 

   

Assist the Ethics Office in overseeing the collection of reporting requirements, including obtaining required securities account statements and trade transaction details and monitoring to trading to detect violations of Policy, unless the Ethics Office is performing those functions for the business.

 

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I-A-045: Personal Securities Trading Policy

 

 

   

Oversee the timely completion of all required employee reports and certifications.

 

   

Approve requests for investment that have been delegated by Policy or the Ethics Office to the business.

 

   

When applicable, provide timely updates to the list of Proprietary Funds (those that are advised, sub-advised or underwritten by the business) to the Ethics Office.

 

  4.

Legal Department

The Legal Department has the following responsibilities:

 

   

Provide legal analysis of new and revised legislation of all jurisdictions regarding personal securities trading laws and regulations.

 

   

Participate in the review of Policy amendments.

 

  5.

Technology Department

The Technology Department has the following responsibilities:

 

   

Provide support for internally hosted applications to ensure systems function properly, including various files are properly loaded into the system.

 

   

Develop an alert process to detect any failed or non-received files.

 

   

Ensure all software updates or hardware installations are adequately tested.

 

J.

Questions

Questions regarding this policy or personal securities trading must be directed to the Securities Trading Policy Help Line by phone at 1-800-963-5191 or by email at securitiestradingpolicyhelp@bnymellon.com. If calling from outside of the United States or Canada, dial the appropriate international access code and then 1-800-963-5191-2.

 

K.

Ownership

The Ethics Office owns this policy.

 

L.

Related Policies

 

   

I-A-010: Code of Conduct

 

   

I-A-035: Business Conflicts of Interest

 

   

I-A-046: Securities Firewall Policy

 

   

I-C-170: Policy on Rule 10b5-1 Plans

 

   

I-A-040: Market Abuse Policy

 

M.

Revision History

 

   

January 15, 2019 (current; revised to transfer the classification responsibility from Local Compliance to the 1st Line of Business for Investment Services; removed reference to IEC Oversight and Senior Leadership Team Members.

 

   

June 8, 2018 (the document was reviewed and reapproved without changes, pending substantive revisions anticipated for July 2018)

 

   

April 3, 2018 (revised to include existing requirement for pre-approval prior to divesting from an affiliated fund; other minor edits)

 

   

December 22, 2017 (added definition of personal trading activity)

 

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I-A-045: Personal Securities Trading Policy

 

 

   

August 15, 2017 (update to Appendix G, Selected Policy Requirement Fields (Preclear Trades & Preclear Proprietary Funds)

 

   

May 31, 2017 (update to Senior Leadership Team name)

 

   

June 22, 2016 (updates to align with Market Abuse Policy definitions; additions to Related Policies; not otherwise reviewed)

 

   

November 18, 2015 (information classification re-labelled from “internal use only” to “public”)

 

   

November 13, 2015 (updated Appendices D, G and H)

 

   

April 27, 2015 (addition of language related to Volcker Funds)

 

   

December 1, 2014 (reviewed and reformatted)

 

   

November 2013

 

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I-A-045: Personal Securities Trading Policy

 

 

Appendix A: Requirements for ADM Employees

 

In addition to the General Requirements of this policy and the General Requirements for all Monitored Employees, employees who are classified as ADM Employees are also subject to the following requirements:

 

A.

Proprietary Funds

Proprietary Funds are non-exempt securities for ADM Employees. As such, ADM Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

 

B.

PTA Reporting

 

  Quarterly

Reporting

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, ADM Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, ADM Employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:

 

   

A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter;

 

   

A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership;

 

   

A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and;

 

   

A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).

All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

 

C.

Preclearing Trades in PTA

ADM Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). ADM Employees must preclear trades in Proprietary Funds. Refer to Appendix E for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the Company’s 401(k) plan.

 

  1.

De Minimis Transactions

ADM Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the ADM Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities. Note: Some ADM Employees who are also Portfolio Managers may not be eligible for this de minimis exemption. Questions should be directed to the Preclearance Compliance Officer or the Ethics Office.

 

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I-A-045: Personal Securities Trading Policy

 

 

  a)

Restrictions and Conditions

 

   

Employee preclearance is required prior to executing the transaction.

 

   

If the transaction is a 60 day trade, recognized profit disgorgement will be applicable. (Refer to Section D for information about profit disgorgement on short-term trades.)

 

   

Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month.

 

   

Employees must cooperate with the Preclearance Compliance Officer’s request to document market capitalization amounts.

 

  b)

Transaction Limits

The following transaction limit is available for this de minimis exception: The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher. Note: Currency is listed in USD. For all other countries, use the local currency’s USD equivalent and/or U.S. share amount.

 

  2.

Proprietary Fund Transactions in the Company’s 401(k) plan

ADM Employees are required in most situations to preclear Proprietary Fund trades. However, the treatment of Proprietary Fund trades in the company’s 401(k) plan is dependent upon the type of plan.

 

  a)

Non-Self-Directed Accounts (Includes Tier 1—LifePath Index Funds, Tier 2—Passively Managed Index Funds, and Tier 3—Actively Managed Funds)

The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement, but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.

 

  b)

Self-Directed Accounts (Tier 4 – Large Selection of Mutual Funds and Exchange Traded Funds)

Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.

 

D.

Profit Disgorgement on Short-Term Trading

Any profits recognized from purchasing then selling or selling then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) will not be subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.

 

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I-A-045: Personal Securities Trading Policy

 

 

E.

Initial Public Offerings

ADM Employees must obtain approval from the Ethics Office and your Compliance Officer prior to acquiring securities through an allocation by the underwriter of an initial public offering.

 

F.

Private Placements

In addition to the General Requirements as defined under Section C, the following requirements apply:

 

  1.

Approval Considerations

The Ethics Office will generally not approve private placement requests in which any managed fund or account is authorized to invest within the ADM’s fund complex. Also, it will not approve any investment involving a fund vehicle serviced or sponsored by BNY Mellon or one of its subsidiaries or affiliates that is a Volcker Covered Fund, unless your job duties are directly related to providing investment advisory, commodity trading advisory or “other services” to the fund, as described under the Volcker Rule. The Ethics Office will take into account the specific facts and circumstances of the request prior to reaching a decision on whether to authorize a private placement investment. These factors include, among other things, whether the opportunity is being offered to an individual by virtue of their position with the company or its affiliates or their relationship to a managed fund or account and whether or not the investment opportunity being offered to the employee could be re-allocated to a client. ADM Employees must comply with requests for information and/or documentation necessary for the Ethics Office to satisfy itself that no actual or potential conflict, or appearance of a conflict, exists between the proposed private placement purchase and the interests of any managed fund or account.

 

  2.

Approval to Continue to Hold Existing Investments

Within 90 days of being designated an ADM Employee, employees holding private placement securities must request and receive written authorization from the Ethics Office to continue to hold these securities.

 

G.

Additional Reporting Requirements for ADM Employees

ADM Employees have two additional reporting requirements. These requirements are described below. Note: It is an ADM Employee’s responsibility to confirm with their Preclearance Compliance Officer whether he or she is required to comply with the below additional reporting requirements.

 

  1.

Contemporaneous Disclosure

Prior to an ADM Employee making or acting upon a portfolio recommendation (e.g., buy, hold, or sell) in a security directly or indirectly owned, written authorization must be obtained. The reason for disclosure is to ensure that management can consider whether the portfolio recommendation or transaction is for the purpose of affecting the value of a personal securities holding. Contemporaneous Disclosure forms can be obtained from the Preclearance Compliance Officer, on MySource, or by emailing the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com. Under no circumstances can an ADM Employee provide portfolio recommendations or place trades based on their potential impact to his/her personal securities holdings, nor can he or she refuse to take such action to avoid submitting a Contemporaneous Disclosure. The ADM Employee’s fiduciary duty to make portfolio recommendations and trades solely in the best interest of the client must always take precedence.

 

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I-A-045: Personal Securities Trading Policy

 

 

  a)

Approval

Approval must be obtained from the ADM Employee’s CIO or CEO, or their designee, prior to the first such portfolio recommendation or transaction in a particular security in a calendar month. Disclosure forms for subsequent transactions in the same security are not required for the remainder of the calendar month so long as purchases/sells in all portfolios do not exceed the maximum number of shares, options, or bonds disclosed on the disclosure form. If the ADM Employee seeks to effect a transaction or makes a recommendation in a direction opposite of the most recent disclosure form, a new disclosure form must be completed prior to the transaction or recommendation.

 

  b)

Exemption to the Contemporaneous Disclosure Requirement

 

   

ADM Employees who are index fund managers and have no investment discretion in replicating an index model or clone portfolio do not need to comply with this disclosure requirement. This exemption does not apply in the following circumstances:

 

   

If the ADM Employee recommends a security that is not in the clone or model portfolio or recommends a model or clone security in a different percentage than the model or clone amounts.

 

   

If the ADM Employee recommends individual securities to clients, even if the company shares control of the investment process with other parties.

 

  c)

Securities Exempt from Reporting

Certain securities are exempt from the requirement to submit a Contemporaneous Disclosure. They are:

 

   

Exempt securities as defined in Definitions.

 

   

Holdings of debt securities, which do not have a conversion feature and are rated investment grade or better by a nationally recognized statistical rating organization or unrated, but of comparable quality.

 

   

Holdings of equity securities of the following:

 

   

In the U.S., the top 200 issuers on the Russell list and other companies with a market capitalization of $20 billion or higher.

 

   

In the U.K., the top 100 companies on the FTSE All Share Index and other companies with a market capitalization of the £ USD equivalent.

 

   

In Japan, the top 100 companies of the TOPIX and other companies with a market capitalization of the ¥ USD equivalent.

 

   

In Brazil, companies on the IBr-X and other companies with a market capitalization of the R USD equivalent.

 

H.

Restrictions for ADM Employees

 

  7

Day Blackout Period

 

   

Prohibition

It is impermissible for an ADM Employee to buy or sell a security (owned directly or indirectly) within 7 calendar days before and 7 calendar days after their investment company or managed account has effected a transaction in that security. This is known as the “7 Day Blackout Period.”

 

   

Disgorgement Required

If an ADM Employee initiates a transaction within the 7 Day Blackout Period, in addition to being subject to sanctions for violating the Policy, profits recognized from the transaction must be disgorged. The following transactions will not be subject to this disgorgement requirement:

 

   

In the U.S., the dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies with a market capitalization of $5 billion or higher.

 

   

In all other countries, the greater of the USD equivalent or 100 shares for companies with a USD equivalent market capitalization.

 

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I-A-045: Personal Securities Trading Policy

 

 

   

Exemption

Portfolio Managers who manage broad-based index funds, which replicate exactly, a clone, or model, are exempt from the 7 Day Blackout Period.

 

I.

Additional Requirements for Micro-Cap ADM (MCADM) Employees ONLY

 

  1.

Transactions and Holdings in Micro-Cap Securities

In recognition of the potential for price volatility in micro-cap securities, the company requires that approvals be obtained prior to a MCADM Employee placing a trade in their direct and indirectly owned accounts. The market capitalization approval thresholds are listed below. Note: Currency is listed in USD. For all other countries, use the local currency’s USD equivalent.

 

   

Threshold 1

Without the prior written approval of the immediate supervisor and the Chief Investment Officer (CIO), MCADM Employees may not trade the securities of companies with a market capitalization of $100 million or less.

 

   

Threshold 2

Without the prior written approval of the immediate supervisor and the Chief Investment Officer (CIO), MCADM Employees may not trade the securities of companies with a market capitalization that is more than $100 million but less than or equal to $250 million.

 

   

Exemption

Micro-cap securities acquired involuntarily (e.g., inheritance, gift, spin-off, etc.) are exempt from these above restrictions; however, they must be disclosed in a memo to the Preclearance Compliance Officer within 10 calendar days of the involuntary acquisition.

 

  2.

Requirement for Newly Designated MCADM Employees

Newly designated MCADM Employees must obtain the approval of the CIO or Chief Executive Officer and provide a copy of the approval to the Preclearance Compliance Officer to continue holding micro-cap securities with a market capitalization equal to or less than $250 million. For all other countries, use the local currency’s USD equivalent.

 

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I-A-045: Personal Securities Trading Policy

 

 

Appendix B: Additional Requirements for Investment Employees

 

In addition to the General Requirements of this policy and the General Requirements for all Monitored Employees employees who are classified as Investment Employees are also subject to the following requirements:

 

A.

Proprietary Funds

Proprietary Funds are non-exempt securities for Investment Employees. As such, Investment Employees are required to report in the PTA any Proprietary Funds held in brokerage accounts or directly with the mutual fund company. A list of Proprietary Funds is published on MySource or can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

 

B.

PTA Reporting

 

  Quarterly

Reporting

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Investment Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, Investment Employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:

 

   

A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter;

 

   

A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership;

 

   

A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and;

 

   

A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).

All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

 

C.

Preclearing Trades in PTA

Investment Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). Investment Employees must preclear trades in Proprietary Funds. Refer to Appendix E for trade preclearance requirements and see below for details regarding de minimis transactions and Proprietary Fund transactions in the company’s 401(k) plan.

1. De Minimis Transactions

Investment Employees will generally not be given preclearance approval to execute a transaction in any security for which there is a pending buy or sale order for an affiliated account (other than an index fund) in the business unit where the Investment Employee has access to information about pending transactions. In certain circumstances, the Preclearance Compliance Officer may approve certain de minimis transactions even when the firm is trading such securities.

 

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I-A-045: Personal Securities Trading Policy

 

 

  a)

Restrictions and Conditions

 

   

Employee preclearance is required prior to executing the transaction.

 

   

If the transaction is a 60 day trade, recognized profit disgorgement will be applicable.

 

   

Preclearance Compliance Officers are limited to applying this de minimis standard to only two trades in the securities of any one issuer in each calendar month.

 

   

Employees must cooperate with the Preclearance Compliance Officer’s request to document market capitalization amounts.

 

  b)

Transaction Limits

The below transaction limits are available for this de minimis exception. Note: Currency is listed in USD. For all other countries, use the local currency’s USD equivalent and/or U.S. share amount.

 

   

Transactions up to $50,000 for companies having a market capitalization of $20 billion or more.

 

   

The dollar value from transacting in 250 shares or $25,000 (whichever value is greater) for companies having a market capitalization between $5 billion and $20 billion.

 

   

The dollar value from transacting in 100 shares or $10,000 (whichever value is greater) for companies having a market capitalization between $250 million and $5 billion.

2. Proprietary Fund Transactions in the Company’s 401(k) plan (U.S. based employees)

Investment Employees are required in most situations to preclear Proprietary Fund trades. However, the treatment of Proprietary Fund trades in the company’s 401(k) plan is dependent upon the type of plan.

 

  a)

Non-Self-Directed Accounts (Includes Tier 1—LifePath Index Funds, Tier 2—Passively Managed Index Funds, and Tier 3—Actively Managed Funds)

The movements of balances into or out of Proprietary Funds are deemed to be purchases or redemptions of those Proprietary Funds for purposes of the holding period requirement but are exempt from the general preclearance requirement. Accordingly, you do not need to preclear these movements, but you must get prior approval from the Preclearance Compliance Officer if it is within 60 calendar days of an opposite transaction in shares of the same fund. In lieu of transaction reporting, employees are deemed to consent to the company obtaining transaction information from plan records. Such movements must be reflected in your holdings reports.

 

  b)

Self-Directed Accounts (Tier 4 – Large Selection of Mutual Funds and Exchange Traded Funds)

Treated like any other Proprietary Fund account. This means that the reporting, preclearance, and holding period requirements apply.

 

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I-A-045: Personal Securities Trading Policy

 

 

D.

Profit Disgorgement on Short-Term Trading

Any profits recognized from purchasing and then selling or selling and then purchasing the same or equivalent (derivative) securities within any 60 calendar day period must be disgorged. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transactions. Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes. Sixty-day transactions in securities that are exempt from preclearance and trades of Proprietary Funds held within the BNY Mellon 401(k) are not subject to disgorgement. The disposition of any disgorged profits will be at the discretion of the company, and the employee will be responsible for any tax and related costs.

 

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I-A-045: Personal Securities Trading Policy

 

 

Appendix C: Requirements for Insider Risk, Fund Service, and Fund Officer Employees

 

 

A.

Insider Risk Employees

In addition to the General Requirements of this policy and the General Requirements for all Monitored Employees employees who are classified as Insider Risk Employees are also subject to the following requirements:

 

  1.

Exempt Securities

In addition to the exempt securities as listed in Appendix G, Proprietary Funds, Exchange Traded Funds, and municipal bonds are also considered to be exempt securities for Insider Risk Employees. In all instances that the term “exempt securities” is used throughout this policy, Insider Risk Employees may also include Proprietary Funds, Exchange Traded Funds, and municipal bonds.

 

  2.

Preclearing Trades in PTA

Insider Risk Employees are required to receive preclearance approval in PTA prior to executing trades in all securities (excluding exempt securities). Insider Risk Employees must preclear Exchange Traded Notes (ETNs). Refer to Appendix E for trade preclearance requirements.

 

B.

Fund Officer and Fund Service Employees

In addition to the General Requirements of this policy and the General Requirements for all Monitored Employees (Section E), employees who are classified as Fund Officer and Fund Service Employees are also subject to the following requirements:

 

  1.

Company Oversight

While Fund Officer and Fund Service Employees are subject to many of the same requirements as the other employee classifications, Fund Officer and Fund Service Employees are not required to preclear trades, and therefore, are not subject to pre-trade denials of those trades. However, unlike the other employee classifications, Fund Officer and Fund Service Employees are subject to a post-trade back-testing analysis that is designed to accumulate and assess employee trading activity that mirrors company or client trades. Trading activity that mirrors company or client trades may result in a change to the employee’s classification that will require future preclearance approval.

 

  2.

Quarterly Reporting in PTA – For Fund Officer Employees and EMEA based Fund Service Employees Only

In addition to the Initial and Annual Reporting that must be completed by all Monitored Employees, Fund Officer Employees and EMEA-based Fund Service Employees are also subject to Quarterly Reporting. On a quarterly basis and within 30 calendar days after the end of the quarter, these employees are required to file a Quarterly Transactions Report in the PTA. The Quarterly Transactions Report must contain the following:

 

   

A listing of all transactions in securities (excluding exempt securities) that occurred throughout the most recent calendar quarter;

 

   

A current listing of all securities accounts that trade or are capable of trading securities and that are owned directly by you or of which you have indirect ownership;

 

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I-A-045: Personal Securities Trading Policy

 

 

   

A current listing of securities (excluding exempt securities) held in the aforementioned accounts, and;

 

   

A current listing of securities (excluding exempt securities) held outside of the aforementioned accounts (e.g., physical securities held in a safe deposit box, paper certificates, etc.).

All reported information must be current within 45 calendar days of the date the report is submitted. Additionally, as part of this quarterly reporting requirement, employees must also certify that they have read, understand, and complied with this policy.

 

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I-A-045: Personal Securities Trading Policy

 

 

Appendix D: Requirements for PREG Employees

 

In addition to the General Requirements of this policy and the General Requirements for all Monitored Employees employees who are classified as PREG Employees are also subject to the following requirements:

 

A.

Exempt Securities

Excluding company securities, all securities are exempt for PREG Employees. In all instances that the term “exempt securities” is used throughout this policy, PREG Employees should note that this includes all securities except company securities. Only company securities are reportable for PREG Employees.

 

B.

Preclearing Trades in PTA

PREG Employees are required to receive preclearance approval in PTA prior to executing trades in company securities only. Refer to Appendix E for trade preclearance requirements.

 

C.

Trading in Company Securities

 

  1.

General Restrictions

Every quarter, the Company imposes a restriction on PREG employees. These employees are deemed to have access to inside information with respect to the Company’s financial results and are prohibited from trading in the Company’s securities from 12:01 AM Eastern Standard Time, on the 15th day of the month preceding the end of each calendar quarter through the first trading day after the public announcement of the company’s earnings for that quarter. This period of time is during which PREG employees are prohibited from trading in the Company’s securities is known as the 24-Hour Blackout Period. For example, if earnings are released on Wednesday at 9:30 AM Eastern Standard Time, PREG Employees cannot trade the Company’s securities until Thursday at 9:30 AM Eastern Standard Time. Non-trading days, such as weekends or holidays, are not counted as part of the restricted period. Occasionally, the Company may extend the restricted period for some or all PREG Employees.

 

  2.

Company 401(k) Plan

 

   

Changes in Your Company Stock Holdings – During quarterly blackout periods, PREG Employees are prohibited from making payroll deduction or investment election changes that would impact their future purchases in company stock. These changes must be made when the blackout period is not in effect.

 

   

Reallocating Balances in Company 401(k) Plan – PREG Employees are prohibited from reallocating balances in their company 401(k) if the reallocating action impacts their holdings in company stock.

 

  3.

Company Employee Stock Options

PREG Employees are prohibited from exercising options during the blackout period.

 

  4.

Company Employee Stock Purchase Plan (ESPP)

During quarterly blackout periods, PREG employees are prohibited from enrolling in or making payroll deduction changes in the ESPP. These changes must be made when the blackout period is not in effect.

 

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I-A-045: Personal Securities Trading Policy

 

 

  5.

Blackout Period Trading Implications Profit Disgorgement/Loss Recognition

Any trade in BNY Mellon securities made during the 24-Hour Blackout Period must be reversed and any corresponding profit recognized from the reversal is subject to profit disgorgement. The employee will incur any loss resulting from the reversal of a blackout period trade. Profit disgorgement will be in accordance with procedures established by senior management. For purposes of disgorgement, profit recognition is based upon the difference between the most recent purchase and sale prices for the most recent transaction(s). Accordingly, profit recognition for disgorgement purposes may differ from the capital gains calculations for tax purposes and the employee will be responsible for any tax costs associated with the transaction(s).

 

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I-A-045: Personal Securities Trading Policy

 

 

Appendix E: Trade Preclearance Requirements

 

ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to preclear trades in all securities (excluding exempt securities). All other employees are not subject to the below trade preclearance requirements.

 

A.

General Preclearance Requirements

 

  1.

Obtain Preclearance Prior to Initiating a Transaction

In order to trade securities (excluding exempt securities), ADM Employees, Investment Employees, Insider Risk Employees, and PREG Employees are required to submit a preclearance request in the PTA system and receive notice that the preclearance request was approved prior to placing a security trade. Unless expressly exempt (See exemptions below), all securities transactions are covered by this preclearance requirement. Although preclearance approval does not obligate an employee to place a trade, preclearance should not be made for transactions the employee does not intend to make. You may not discuss the response to a preclearance request with anyone (excluding any account co-owners or indirect owners).

Note: Employees required to preclear securities must preclear trades in company securities (BK) and receive approval before executing the trade.

 

  2.

Execute Trade within Preclearance Window (Preclearance Expiration)

For ADM and Investment Employees, preclearance authorization will be granted for a two business day window, day one being the day approval is received. For Insider Risk and PREG Employees, preclearance authorization will be valid for a three business day window, day one being the day approval is received.

Note: Preclearance time stamps in PTA are in Eastern Standard Time (EST).

Example

An ADM Employee requests and receives trade preclearance approval on Monday at 3 PM EST. The preclearance authorization is valid until the close of business on Tuesday. An Insider Risk Employee’s window would be one day longer and would therefore be valid until the close of business on Wednesday.

Note of Caution

Employees who place “limit,” “stop-loss,” “good-until-cancelled,” or “standing buy/sell” orders are cautioned that transactions receiving preclearance authorization must be executed before the preclearance expires. At the end of the preclearance authorization period, any unexecuted order must be canceled. A new preclearance authorization may be requested; however, if the request is denied, the trade order with the broker-dealer must be canceled immediately.

 

  3.

Exemptions from the Requirement to Preclear

Preclearance is not required for the following security transactions:

 

   

Exempt securities as defined in the Definitions.

 

   

Non-financial commodities (e.g., agricultural futures, metals, oil, gas, etc.), currency, crypto-based currency, and financial futures (excluding stock and narrow-based stock index futures).

 

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I-A-045: Personal Securities Trading Policy

 

 

   

ETFs and funds to include proprietary funds that are based on the following indices; the S&P 100, Russell 200, Eurostoxx 50, FTSE 100, Nikkei 225, A50 ETFs and the CSI 300. The same indices with larger participation (e.g., S&P 500, Russell 1000) would also be exempt. A complete list of exempt ETFs and Proprietary Funds is listed on MySource. Only securities on the published list are exempt from preclearance. Derivative securities based on these indices still require preclearance.

 

   

Involuntary on the part of an employee (such as stock dividends or sales of fractional shares); however, sales initiated by brokers to satisfy margin calls are not considered involuntary and must be precleared.

 

   

Pursuant to the exercise of rights (purchases or sales) issued by an issuer pro rata to all holders of a class of securities, to the extent such rights were acquired from such issuer.

 

   

Sells effected pursuant to a bona fide tender offer.

 

   

Pursuant to an automatic investment plan, including payroll withholding to purchase Proprietary Funds.

 

B.

Preclearance Rules for Company Stock in Retirement and Benefit Plans

 

  1.

Company 401(k) Plan

 

  a)

Changes in Your Company Stock Holdings

Preclearance is not required for changes in your company stock holdings held within the company 401(k) Plan that result from the following:

 

   

Changes in your payroll deduction contribution percentage.

 

   

Changes in investment elections regarding the future purchase of company stock.

 

  b)

Reallocating Balances in Company 401(k) Plan

The purchase or sell of company stock resulting from a reallocation does not require preclearance but is considered a purchase or sale of company stock for purposes of the short-term trading prohibition. As a result, a subsequent trade in company stock in the opposite direction of the reallocation occurring within a 60 calendar day period would result in a short-term trading prohibition. Changes to existing investment allocations in the plan or transactions in company stock occurring outside the plan will not be compared to reallocation transactions in the plan for purposes of the 60 day trading prohibition. Profits recognized through short-term trading in company stock in the plan will not generally be required to be disgorged; however, the Legal Department will be consulted to determine the proper disposition of short-term trading prohibitions involving Executive Committee members.

 

  c)

Rebalancing Company 401(k) Plan

The purchase or sell of company stock resulting from rebalancing (i.e., the automatic movement of balances to pre-established investment election allocation percentages) is not subject to preclearance and is not considered a purchase or sale of company stock for purposes of the short-term trading prohibition.

 

  2.

Company Employee Stock Options

 

   

Preclearance approval is required prior to the exercise of stock option grants.

 

   

Preclearance is not required for the receipt of a stock option grant or the subsequent vesting of the grant.

 

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I-A-045: Personal Securities Trading Policy

 

 

  3.

Company Restricted Stock/Units

Preclearance is not required for the following:

 

   

The receipt of an award of company restricted stock/units.

 

   

The subsequent vesting of the company stock/unit award; however, you are required to report these shares upon vesting in the PTA system and preclear subsequent sells.

 

   

The sale (through company-approved procedures) of a portion of the company stock received in a restricted stock award at the time of vesting in order to pay for tax withholding.

Preclearance is required when selling shares after they have vested and are available to the employee.

 

  4.

Company Employee Stock Purchase Plan (ESPP)

 

   

Preclearance is required for the following:

 

   

The sale of stock from the ESPP Plan. Note: The sale of stock from the Company ESPP will be compared to transactions in company securities outside of the Company ESPP to ensure compliance with the short-term (60 day) trading prohibition.

 

   

The sale of stock withdrawn previously from the ESPP. Like stock sold directly from the ESPP, sales will be compared to transactions in company securities outside of the ESPP to ensure compliance with the short-term (60 day) trading prohibition.

 

   

Preclearance is not required for your enrollment in the plan, changes in your contribution to the plan, or shares acquired through the reinvestment of dividends.

 

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I-A-045: Personal Securities Trading Policy

 

 

Appendix F: Summary of Select Policy Requirements by Employee Classification

 

 

Selected Policy

Requirements

  

ADM

  

Investment
Employees

  

Insider

  

Fund Service,

Fund Officer,

and

Dreyfus/FINRA

Employees

  

PREG

  

Non-Classified

Employees

U.S.-based employees – required to use approved broker-dealer    Yes    Yes    Yes    Yes    Yes    No
Initial Accounts and Holdings Reports (filed within 10 days of being classified)    Yes    Yes    Yes   

Yes

(Pershing – Initial Accounts only)

   Yes    No
Annual Certification (filed within 30 days of year-end)    Yes    Yes    Yes   

Yes

(Excluding Pershing)

   Yes    No
Quarterly Certification (filed within 30 days of quarter-end)    Yes    Yes    No    Only applies to Fund Officers and EMEA-based Fund Service Employees    No    No
Preclearance window (in business days, includes day approval granted)    2 days    2 days    3 days    No    3 days    No
Preclear trades in all Non-Exempt Securities;    Yes    Yes    Yes    No   

Yes

(BNYM stock only)

   No
Non-Exempt Security types include but are not limited to:                  

Proprietary Funds

   Yes    Yes    No    No    No    No

Exchange Traded Funds (ETFs)

   Yes    Yes    No    No    No    No

Exchange Traded Notes (ETNs)

   Yes    Yes    Yes    No    No    No

Municipal bonds

   Yes    Yes    No    No    No    No

Corporate Bonds

   Yes    Yes    Yes    No    No    No

Closed End Mutual Funds

   Yes    Yes    Yes    No    No    No

Open End Non-Proprietary Mutual Funds

   No    No    No    No    No    No

 

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I-A-045: Personal Securities Trading Policy

 

 

Selected Policy

Requirements

  

ADM

  

Investment
Employees

  

Insider

  

Fund Service,

Fund Officer,

and

Dreyfus/FINRA

Employees

  

PREG

  

Non-Classified

Employees

Common Stock and Options of Common Stock (includes trades in company securities “BK)

   Yes    Yes    Yes    No    BNYM stock only    No

ADR’s

   Yes    Yes    Yes    No    No    No

Futures/Currencies

   No    No    No    No    No    No

Certificate of Deposit (CD’s)

   No    No    No    No    No    No
Subject to 7+ - day blackout period    Yes    No    No    No    No    No
Additional approvals required for personal trades in micro-cap securities   

Yes

(MCADMs only)

   No    No    No    No    No
Short-term trading (60 days) profit disgorgement on all trades    Yes    Yes    No    No    No    No
Short-term trading (60 days) profit disgorgement on BNYM stock    Yes    Yes    Yes    Yes    Yes    Yes
Prohibited from buying BNYM stock on margin, short selling BNYM, and trading in BNYM derivatives (options)    Yes    Yes    Yes    Yes    Yes    Yes
Initial public offerings are prohibited (refer to Policy waiver requirements)    Yes    Yes    Yes    Yes    Yes    Yes
Private Placements/Volcker Covered Funds require Ethics Office pre-approval    Yes    Yes    Yes    Yes    Yes    Yes

 

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I-A-045: Personal Securities Trading Policy

 

 

Appendix G: Definitions

 

Automatic Investment Plan

A program in which regular periodic purchases (withdrawals) are made automatically to/from investment accounts in accordance with a predetermined schedule and allocation. Examples include: Dividend Reinvestment Plans (DRIPS), payroll deductions, bank account drafts or deposits, automatic mutual fund investments/withdrawals (PIPS/SWIPS), and asset allocation accounts.

Direct Family Relationship

For purposes of this policy, an employee’s immediate family as defined by “indirect ownership” in Appendix G.

Exempt Securities/Financial Instruments (Collectively “Securities”) from PTA Reporting

All securities require reporting unless expressly exempt by this policy. The below securities are exempt for all classifications of employees. There may be additional exempt securities based on an employee’s classification. Refer to the applicable Appendix for your classification for any additional security exemptions.

 

   

Cash, cash-like securities (FX and Crypto-based derivatives are not considered cash or cash-like securities while bankers acceptances, bank CDs and time deposits, money market funds, commercial paper, repurchase agreements and crypto-based currency are).

 

   

Cryptocurrencies in non-brokerage exchange accounts (e.g., Coinbase) or in their own personal cryptocurrency wallets.

 

   

Employee investments in their sovereign governments, with the exception of employees located in EMEA jurisdictions. Obligations of other instrumentalities or quasi-government agencies are not exempt.

 

   

High-quality, short-term debt instruments having a maturity of less than 366 days at issuance and rated in one of the two highest rating categories by a nationally recognized statistical rating organization or which is unrated but of comparable quality.

 

   

Securities issued by open-end investment companies (i.e., mutual funds and variable capital companies) that are not Proprietary Funds or Exchange Traded Funds (Note: Proprietary Funds and Exchange Traded Funds are considered non-exempt securities for ADM and Investment Employees only).

 

   

Securities in non-company 401(k) plans for U.S.-based employees (e.g., spouse’s plan, previous employer’s plan, etc.).

 

   

Securities in 529 plans, provided they are not invested in Proprietary Funds for U.S.-based employees (Note: Proprietary Funds and Exchange Traded Funds are considered non-exempt securities for ADM and Investment Employees only).

 

   

Fixed annuities.

 

   

Variable annuities that are not invested in Proprietary Fund sub-accounts (Note: Variable annuities that are invested in Proprietary Fund sub-accounts are considered non-exempt securities for ADM and Investment Employees only).

 

   

Securities held in approved non-discretionary (managed) accounts.

 

   

Stock held in a bona fide employee benefit plan of an organization not affiliated with the Company on behalf of an employee of that organization, who is a member of the Company employee’s immediate family. For example, if an employee’s spouse works for an organization unrelated to the Company, the employee is not required to report for transactions that his/her spouse makes in the unrelated organization’s company stock so long as they are part of an employee benefit plan. This exemption does not apply to any plan that allows the employee to buy and sell securities other than those of their employer. Such situations would subject the account to all requirements of this policy.

 

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I-A-045: Personal Securities Trading Policy

 

 

Front Running

The purchase or sale of securities for your own or the company’s accounts on the basis of your knowledge of the company’s or company’s clients trading positions or plans.

Index Fund

An investment company or managed portfolio (including indexed accounts and model-driven accounts) that contain securities in proportions designed to replicate the performance of an independently maintained, broad-based index or that is based not on investment discretion but on computer models using prescribed objective criteria to replicate such an independently maintained index.

Indirect Ownership

Generally, you are the indirect owner of securities if you are named as power of attorney on the account or, through any contract, arrangement, understanding, relationship, or otherwise, you have the opportunity, directly or indirectly, to share at any time in any profit derived from a transaction in them (a “pecuniary interest”). Common indirect ownership situations include, but are not limited to:

 

   

Securities held by members of your immediate family by blood, marriage, adoption, or otherwise, who share the same household with you.

 

   

“Immediate family” includes your spouse, domestic partner, children (including stepchildren, foster children, sons-in-law and daughters-in-law), grandchildren, parents (including step-parents, mothers-in-law and fathers-in-law), grandparents, and siblings (including brothers-in-law, sisters-in-law and stepbrothers and stepsisters).

 

   

Partnership interests in a general partnership or a general partner in a limited partnership. Passive limited partners are not deemed to be owners of partnership securities absent unusual circumstances, such as influence over investment decisions.

 

   

Corporate shareholders who have or share investment control over a corporation’s investment portfolio.

 

   

Trusts in which the parties to the trust have both a pecuniary interest and investment control.

 

   

Derivative securities – You are the indirect owner of any security you have the right to acquire through the exercise or conversion of any option, warrant, convertible security or other derivative security, whether or not presently exercisable.

 

   

Securities held in investment clubs.

 

   

Within EMEA and specific to the Investment Services entities which fall outside of the scope of US SEC Investment Advisor regulation other regulation may prevail in respect to disclosure of third party accounts such as MiFID and Market Abuse Regulation. Therefore, for employees in EMEA Investment Services & Markets, the definition of Indirect Ownership is:

“Trades which are effected by or on behalf of the employee when that trade is carried out for the account of any of the following persons

 

   

The employee

 

   

Any person with whom they have a family relationship, or with whom they have close links;

 

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I-A-045: Personal Securities Trading Policy

 

 

   

A person in respect of who the employee has a direct or indirect material interest in the outcome of the trade, other than obtaining a fee or commission for the execution of the trade”

Employees must consider this requirement and ensure trades which fit under the above definition are reported to avoid violations and breaches of both regulations and Policy.

Initial Public Offering (IPO)

The first offering of a company’s securities to the public.

Investment Clubs

Organizations whose members make joint decisions on which securities to buy or sell. The securities are generally held in the name of the investment club. Prior to participating in an investment club, all employees (excluding Non-Classified Employees) are required to obtain written permission from their Preclearance Compliance Officer. Employees who receive permission to participate in an investment club are subject to the requirements of this policy.

Investment Company

A company that issues securities that represent an undivided interest in the net assets held by the company. Mutual funds are open-end investment companies that issue and sell redeemable securities representing an undivided interest in the net assets of the company.

Micro-Cap Access Decision Maker (MCADM) Employee

A subset of ADM Employees who make recommendations or decisions regarding the purchase or sale of any security of an issuer with a small market capitalization. The market capitalization threshold used when determining if an ADM Employee is considered a MCADM Employee is a market capitalization equal to or less than $250 million (for all other countries, the local currency’s USD equivalent is used).

Money Market Fund

A mutual fund that invests in short-term debt instruments where its portfolio is valued at amortized cost so as to seek to maintain a stable net asset value (typically, of $1 per share).

Non-Discretionary (Managed) Account

An account in which the employee has a beneficial interest but no direct or indirect control over the investment decision making process. It may be exempted from preclearance and reporting procedures only if the Ethics Office is satisfied that the account is truly non-discretionary (i.e., the employee has given total investment discretion to an investment manager and retains no ability to influence specific trades). Employees are required to complete an annual certification in PTA regarding managed accounts. In addition, employees are required to provide copies of statements to Compliance when requested.

Non-Self-Directed Accounts

The portion of the Company 401(k) balance invested in Tier 1—LifePath Index Funds, Tier 2—Passively Managed Index Funds, Tier 3 - Actively Managed Funds, and/or BNY Mellon stock.

Option

A security which gives the investor the right, but not the obligation, to buy or sell a specific security at a specified price within a specified time frame. For purposes of compliance with this policy, an employee who buys/sells an option is deemed to have purchased/sold the underlying security when the option was purchased/sold. Four combinations are possible as described below:

Call Options

 

   

If an employee buys a call option, the employee is considered to have purchased the underlying security on the date the option was purchased.

 

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I-A-045: Personal Securities Trading Policy

 

 

   

If an employee sells a call option, the employee is considered to have sold the underlying security on the date the option was sold (for covered call writing, the sale of an out-of-the-money option is not considered for purposes of the 60 day trading prohibition). Please note that this would not apply to covered calls on BNY Mellon stock as option trades of Company stock are prohibited.

Put Options

 

   

If an employee buys a put option, the employee is considered to have sold the underlying security on the date the option was purchased.

 

   

If an employee sells a put option, the employee is considered to have bought the underlying security on the date the option was sold.

 

   

Opening and closing or closing and opening a put position within 60 days of each other for employees classified as Investment Employee and Access Decision Maker will subject the trade to profit disgorgement.

Personal Trading Activity

Trading in investments or securities for the benefit of oneself or immediate family member as is defined by the policy for Indirect Ownership. This includes brokerage or investment accounts for which the employee is named as holder, has a beneficial interest or control and any in which the employee shares an ownership interest with persons who are not covered under this Policy or has the power, directly or indirectly, to effect transactions in the account. This may be a formal power, e.g., through a power of attorney or a fiduciary relationship such as trustee or custodian, or an informal arrangement, including the accounts of minor children and other financial dependents and, only when required by local regulation, the accounts of spouses and domestic partners.

Preclearance Compliance Officer

A person designated by the Ethics Office to administer, among other things, employees’ preclearance requests for a specific business (for purposes of this policy, the term “Compliance Officer” and “Preclearance Compliance Officer” are used interchangeably).

Pre-Release Earnings Group (PREG)

The Pre-Release Earnings Group consists of any individual determined by the Company’s Corporate Finance Department to be a member of the group or are deemed to have access to MNPI on BK.

Private Placement

An offering of securities that is exempt from registration under various laws and rules, such as the Securities Act of 1933 in the U.S. and the Listing Rules in the U.K. Such offerings are exempt from registration because they do not constitute a public offering. Private placements can include limited partnerships, certain cooperative investments in real estate, co-mingled investment vehicles such as hedge funds, investments in privately-held and family owned businesses and Volcker Covered Funds. For the purpose of this policy, time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

Proprietary Fund

An investment company or collective fund for which a Company subsidiary serves as an investment adviser, sub-adviser or principal underwriter. The Proprietary Funds listing can be found on MySource on the Compliance and Ethics homepage or it can be obtained by sending an email to the Securities Trading Policy Help Line at securitiestradingpolicyhelp@bnymellon.com.

Scalping

The purchase or sale of securities for clients for the purpose of affecting the value of a security owned or to be acquired by you or the company.

 

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I-A-045: Personal Securities Trading Policy

 

 

Securities/Financial Instruments (Collectively “Securities”)

Transferable Securities and/or Money Market Instruments

Any investment that represents an ownership stake or debt stake in a company, partnership, governmental unit, business or other enterprise. It includes stocks, bonds, notes, evidences of indebtedness, certificates of participation in any profit-sharing agreement, units in collective investment undertakings, collateral trust certificates and certificates of deposit. It also includes security-based derivatives and swaps and many types of puts, calls, straddles and options on any security or group of securities; fractional undivided interests in oil, gas, or other mineral rights; and investment contracts, variable life insurance policies and variable annuities whose cash values or benefits are tied to the performance of an investment account. Unless expressly exempt, all securities transactions are covered under the provisions of this policy (See exempt securities).

Self-Directed Accounts

An account established as part of the company 401(k) plan that offers employees the opportunity to build and manage their own investment portfolio through the purchase and sale of a broad variety of Exchange Traded Funds, Proprietary Funds, and non-Proprietary Funds.

Short Sale

The sale of a security that is not owned by the seller at the time of the trade.

Spread Betting

A type of speculation that involves taking a bet on the price movement of a security. A spread betting company quotes two prices, the bid and offer price (also, called the spread), and investors bet whether the price of the underlying security will be lower than the bid or higher than the offer. The investor does not own the underlying security in spread betting, they simply speculate on the price movement of the stock.

Tender Offer

An offer to purchase some or all shareholders’ shares in a corporation. The price offered is usually at a premium to the market price.

Volcker Covered Fund

Generally, a “Volcker Covered Fund” is a domestic or foreign hedge fund, private equity fund, venture capital fund, commodity pool or alternative investment fund (“AIF”) that is sold in a private, restricted or unregistered offering to investors who must meet certain net worth, income or sophistication standards or is sold to a restricted number of investors.

Generally, the fund is not registered with a securities/commodity regulator and therefore cannot be offered to the general or retail public unless the investor meets some type of qualification to demonstrate the investor does not need the protection of the securities or commodities regulations.

Some examples of funds that generally are not Covered Funds are U.S. registered mutual funds, U.S. registered closed-end funds that are traded on an exchange, U.S. registered ETFs (exchange-traded funds), U.S. registered UITs (unit investment trusts), UCITs (Undertakings for Collective Investment in Transferable Securities, which are primarily sold in the European Union), similarly publicly registered investment pools that are available on a retail basis without investment restrictions, and U.S. bank common and collective funds.

A complete list of Covered Funds can be found at the Volcker Compliance Site on MySource or refer to the Volcker Covered Funds Policy (Corporate Policy I-A-049).

 

January 15, 2019    Page 34

LOGO


Table of Contents

 

Chairman’s Letter

     1  

Doing What’s Right

     2  

How to report a concern

     3  

Key Principles of our code

     4  

What You Should Know about Our Code of Conduct

     5-10  

Our values

     5  

Purpose of our Code

     6  

Who must follow this Code?

     6  

Waivers of the Code for executive officers

     6  

What is expected of employees?

     7  

Cooperating with Regulatory Agencies

     8  

What is expected of managers?

     8  

Managing Risk as a Manager

     8  

Responsibility to ask questions and report concerns

     8  

What happens when a concern is reported?

     9  

Zero tolerance for retaliation

     9  

Cooperating with an investigation

     9  

Direct Communication with Government and Regulatory Authorities

     10  

Communication of Trade Secrets to Government and Regulatory Authorities

     10  

Respecting Others

     11-14  

Mutual respect and professional treatment

     11  

Harassment-free environment

     13  

Safety and security

     14  

Managers’ responsibilities

     14  

Avoiding Conflicts

     15-24  

Overview

     15  

Gifts and entertainment

     16  

Outside employment and business dealings

     19  

Outside service as a director, officer, general partner, political appointment or elected position

     21  

Ownership of an outside business

     22  

Fiduciary appointments

     22  

Personal investment decisions

     22  

Dealing with family and close personal friends

     23  

Corporate opportunities

     24  

Conducting Business

     25-28  

Fair competition and anti-trust

     25  

Anti-corruption and improper payments

     27  

Combating financial crime and money laundering

     28  

Working with Governments

     29-30  

Your obligations

     29  

Basic principles

     30  

Protecting Company Assets

     31-37  

Financial integrity

     31  

Additional standards for senior financial professionals

     32  

Use of company assets

     32  

Protecting client and employee records and observing our privacy principles

     33  

Records management

     34  

Use of computers, systems and corporate information

     34  

Inside or proprietary information

     36  

Supporting our Communities

     38-40  

Political activities

     38  

Investor and media relations

     39  

Charitable contributions and corporate sponsorship

     40  

Participating in trade associations, conferences and speaking engagements

     40  

Additional Help

     41-42  
 

 

 

The Code of Conduct does not alter the terms and conditions of your employment. Rather, it helps each of us to know what must be done to make sure we always Do What’s Right. The most current version of the Code can be found on MySource.

Throughout the Code, references to company policies apply only to global policies that cover all employees and do not include additional policies you must follow that are specific to your location or line of business. The Code is not intended to fully describe the requirements of referenced policies, which can be found in their entirety on MySource.


 

Dear Colleagues

LOGO

Chairman and Chief Executive Officer

  Our Code of Conduct guides our actions and decisions as individuals and as a company I expect each of us to personally commit to doing what is right, regardless of the impact on a specific transaction or short- term working relationship
  The Code provides guidance on six Key areas of focus that relate to many of the situations you may encounter working at our company: Respecting Others; Avoiding Conflicts: Conducting Business: Working with Governments; Protecting Company Assets and Supporting Our Communities,
  However, the Code itself cannot address every possible situation We expect all employees to exercise good judgment, using the Code as a primary resource to better understand our principles of ethical behavior, and to seek help when unsure of the right course of action Above all. each of us, regardless of level, are obligated to put the interests of our company, clients and shareholders above any personal interest
  As fundamental as the Code is, it is not your only resource. Your manager. Legal, Audit, Compliance, Human Resources and our Ethics Office are readily available resources if you are having difficulty understanding how our key principles apply to specific situations When in doubt, l urge you to use these resources and escalate situations if you feel they are not getting the proper attention
  Being a BNY Mellon employee means exercising good judgment and conducting yourself in a manner that is above reproach
 

Charlie Scharf

Chairman and Chief Executive Officer

 

1


Doing What’s Right

At BNY Mellon, “Doing What’s Right” means

 

   

Contributing to an ethical culture is expected and valued,

 

   

Conducting business in full compliance with all applicable laws and regulations, and in accordance with the highest ethical standards,

 

   

Fostering honest, fair and open communication,

 

   

Demonstrating respect for our clients, communities and one another,

 

   

Being accountable for your own and team actions, and

 

   

Being willing to take a stand to correct or prevent any improper activity or business mistake.

How to Do What’s Right

 

   

Put company values, policies and procedures into action,

 

   

Know the laws and regulations affecting your job duties and follow them,

 

   

Take responsibility for talking to someone if you see a problem, and

 

   

Ask questions if you are unsure of the right thing to do.

When you are uncertain, ask yourself these questions

 

   

Could the action affect the company’s reputation?

 

   

Would it look bad if reported in the media?

 

   

Am I uncomfortable taking part in this action or knowing about it?

 

   

Is there any question of illegality?

 

   

Will the action be questionable with the passage of time?

If the answer to any of these questions is “yes,” ask more questions. Keep asking until you get a satisfactory answer. Talk to your manager, the Compliance and Ethics Department, Legal or Human Resources, or call the Ethics Office before doing anything further. Don’t stop asking until you get the help you need.

It’s your obligation to Do What’s Right.

 

2


How to report a concern:

 

  

Usually, the best place to start is by talking to your manager. If this makes you uncomfortable, then consider the options below.

Ethics Help Line

  

Ethics Help Line (operated by members of the company’s Ethics Office)

 

•  United States and Canada: 1-888-635-5662

 

•  Europe: 00-800-710-63562

 

•  Brazil: 0800-891-3813

 

•  Australia: 0011-800-710-63562

 

•  Asia: appropriate international access code +800-710-63562 (except Japan)

 

•  Japan: appropriate international access code +800-710-6356

 

•  All other locations: call collect to 412-236-7519

 

Please note that your phone call can be anonymous.

 

E-mail: ethics@bnymellon.com (To remain anonymous, please use the telephone help line for reporting your concern.)

Ethics Hot Line

  

Ethics Hot Line (operated by EthicsPoint, an independent hotline administrator)

 

•  United States and Canada: 1- 866-294-4696

 

•  Outside the United States dial the AT&T Direct Access Number for your country and carrier, then 866-294-4696

 

AT&T Direct Access Numbers by Country/Carrier

 

•  United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011;

 

NTL 0-800-013-0011

 

•  India: 000-117

 

•  Brazil: 0-800-890-0288

 

•  Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288

 

•  Japan: Softbank Telecom 00 663-5111; KDDI 00 539-111

 

•  Australia: Telstra 1-800-881-011; Optus 1-800-551-155

 

•  Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266

 

•  Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001

 

Web Report: http://www.ethicspoint.com (hosted on EthicsPoint’s secure servers and is not part of the company’s web site or intranet).

 

Please note that all contacts to EthicsPoint can be anonymous.

Incident Reporting

  

Incident Reporting

 

If your concern involves potential criminal or unusual client activity, you must file an

Incident Report within 72 hours. In the U.S., you can file an Incident Report using the icon on your PC desktop. In other locations, you should contact your compliance officer for assistance in following country-specific guidelines.

Director’s Mailbox

  

Director’s Mailbox

 

If your concern involves questionable accounting or auditing matters, you may also report your concern to the Presiding Director of the Board (who is independent of management). You can contact the Presiding Director by sending an e-mail to non-managementdirector@bnymellon.com or by postal mail addressed to:

 

BNY Mellon Corporation

Church Street Station

PO Box 2164

New York, New York 10008-2164 USA

Attention: Non-Management Director

 

Please note the postal mail option can be anonymous.

 

3


Key Principles of Our Code

Respecting others

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it’s the right thing to do.

Avoiding conflicts

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

Conducting business

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

Working with governments

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

Protecting Company assets

We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

Supporting our communities

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way that we interact with our communities and the public at large.

 

4


What you should know about our Code of Conduct

Our Values

Our values provide the framework for our decision-making and guide our business conduct. Incorporating these values into our actions helps us to do what is right and protect the reputation of the company.

 

   

Client Focus: Putting the client at the center of all that we do

 

   

Integrity: Acting with the highest ethical standards for our company, our employees and our clients

 

   

Teamwork: Fostering collaboration and diversity to empower employees to build relationships and deliver insights

 

   

Excellence: Setting the standard for leading-edge solutions, innovation and continuous improvement

What our values do:

 

   

Explain what we stand for and our shared culture

 

   

Span geographies and lines of business

 

   

Represent the promises made to our clients, communities, shareholders and each other

 

   

Are critical to our success

At the foundation of our Code of Conduct are our Values – Client Focus, Integrity, Teamwork and Excellence.

Our values underscore our commitment to be a client-focused, trusted financial institution driven by an empowered global team dedicated to outperforming in every market we serve.

 

5


Compliance with the letter and the spirit of our Code of Conduct, laws and regulations, policies and procedures is not optional. It’s how we do business: it’s the embodiment of Doing What’s Right.

Purpose of our Code

Today’s global marketplace is filled with a host of new challenges and changes, but one constant guides us — the mandate to meet the highest standards of legal and ethical integrity.

The Code of Conduct is the foundation of our commitment to Doing What’s Right, but it is not intended to describe every law or policy that applies to you. Nor does it address every business situation you may face. You’re expected to use common sense and good judgment, and seek advice when you’re unsure of the proper response to a particular situation.

The Code provides the framework and sets the expectations for business conduct. It clarifies our responsibilities to each other, clients, suppliers, government officials, competitors and the communities we serve. It outlines important legal and ethical issues. Failing to meet these standards could expose our company to serious damage.

Who must follow this Code?

All employees worldwide who work for BNY Mellon or an entity that is more than 50 percent owned by the company must adhere to the standards in our Code. No employee is exempt from these requirements, regardless of the position you hold, the location of your job or the number of hours you work. If you oversee vendors, consultants or temporary workers, you must supervise their work to ensure their actions are consistent with the key principles in this Code.

Waivers of the Code for Executive Officers

Waivers of the Code are not permitted for any executive officer of BNY Mellon, unless the waiver is made by the company’s Board of Directors (or a committee of the Board) and disclosed promptly to shareholders. Individuals who are deemed to be “executive officers” of BNY Mellon will be notified as appropriate.

 

6


 

Q & A

Q: I work outside of the U.S. Do U.S. laws apply to me?

A: BNY Mellon does business all over the world, which means that you may be subject to laws of countries other than the one in which you live. You must follow those laws that apply to your business duties, wherever you work. BNY Mellon is the parent of our operating companies and is incorporated in the U.S., so U.S. laws may apply to certain business activities even if they are conducted outside of the US. The reverse may also be true — other countries may apply their laws outside of their boundaries. If you have questions about the laws that apply to your business activity, ask your manager or contact the Legal representative who supports your line of business.

 

 

What is expected of employees?

You’re responsible for contributing to our culture of Doing What’s Right by knowing the rules that apply to your job. This includes company policies, procedures, laws and regulations governing the country and businesses in which you work. Some lines of business may have more restrictive policies and procedures, and certain countries may have laws that are unique to a location. In these situations, you’re expected to follow the more restrictive rules.

You’re expected to ask your manager if you have questions about performing your job. If you do not get an adequate response, it’s your duty to keep asking until you get a satisfactory answer. You must question any request that does not comply with company policies, laws or regulations, or is inconsistent with our Code of Conduct.

No manager or leader in our company can ask you to violate a law or regulation, or to act in a manner inconsistent with our Code of Conduct. You should challenge any such request and alert appropriate individuals.

Identifying and managing risk is the responsibility of every employee. You’re required to adhere to the established internal controls in your area of responsibility and promptly elevate all risk, compliance and regulatory concerns to your manager.

You’re expected to comply with applicable laws and regulations and follow this Code, including the spirit of its intent. The penalty for violating any provision may be disciplinary action up to and including dismissal. If you violate a criminal law applicable to the company’s business, the matter will be reported to the appropriate authorities.

You are required to use CODE RAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various company policies (e.g., gifts, entertainment and certain outside employment or positions). CODE RAP is a web-based system which you can learn more about by visiting MySource, the company’s intranet site. If you need assistance or do not have access to a PC, ask your manager for help.

You’re obligated to comply fully with our Code of Conduct and may be required to certify your compliance with the Code. You will be notified of any required certifications.

 

7


 

 

Q & A

 

Q: What is my role in managing risk?

 

A: Each employee plays an important role in managing risk when you:

 

•  Perform your job with integrity and in compliance with policies, procedures and the law

 

•  Adhere to the controls established for your business

 

•  Ask questions if instructions are not clear or if you are unsure of the right thing to do

 

•  Escalate issues immediately to your manager (e.g., an error, a missed control, wrongdoing or incorrect instructions)

 

Doing What’s Right means being accountable for your own and your team’s actions, and being willing to take a stand to correct or prevent any improper activity or a business mistake.

 

  

Cooperating with Regulatory Agencies

 

All employees are required to cooperate with regulators. Your communications with regulatory personnel are expected to be responsive, complete and transparent. Any commitments you have made in response to exam findings and any responses to regulatory information requests are to be completed within the agreed time frame. You must notify your manager immediately should situations arise that make it unlikely that you will meet the agreed upon commitments. In addition, your compliance officer should be advised of any delays in meeting regulatory commitments.

 

What is expected of managers?

 

Those who manage or supervise others have a special obligation to set an example in Doing What’s Right. Some of the ways you’re expected to demonstrate this leadership include:

 

•  Creating a culture of risk management, compliance and ethics,

 

•  Considering risk in all your decision making,

 

•  Reinforcing with your staff the importance of early identification and escalation of potential risks to the appropriate managers,

 

•  Ensuring employees have the relevant resources to understand their job duties,

 

•  Monitoring compliance with the Code of Conduct, company policies and procedures of the employees you supervise,

 

•  Fostering an environment in which employees are comfortable raising questions and concerns without fear of retaliation,

 

•  Reporting instances of non-compliance to the proper management level,

 

•  Taking appropriate disciplinary action for compliance and ethics violations, and

 

•  Reviewing the Code of Conduct no less than annually with your staff.

 

Managing risk as a manager

 

As a manager, you must always consider risk in your decision making. You are required to understand fully the risk, compliance and regulatory issues that may impact the areas you serve. You are required to escalate any concerns immediately to the appropriate management level to ensure the requisite attention is given to the matter. In addition, any corrective measures must be implemented timely, thoroughly and in a sustainable manner.

 

Responsibility to ask questions and report concerns

 

You are required to speak up immediately if you have a question or concern about what to do in a certain situation or if you believe someone is doing — or about to do — something that violates the law, company policy or our Code of Conduct. If you have a genuine concern, you must raise it promptly.

 

8


 

 

Q & A

 

Q: Where do I go for help if I’m uncomfortable talking to my management?

 

A: You can contact the Ethics Help Line or the Ethics Hot Line. The contact information is located in the Code of Conduct, on MySource and on the company’s public Internet site.

 

 

 

Q & A

 

Q: Can I report a concern anonymously?

 

A: Yes, you can report your concern to the Ethics Help Line or Ethics Hot Line anonymously if you wish.

 

  

If you have a question or concern, your manager is usually a good place to start.

Other people you may go to for help or advice are:

 

•  Your manager’s manager

 

•  Your line of business Compliance officer

 

•  Someone in the Human Resources or the Legal department

 

You must speak up. If your concern is not addressed, raise it through other channels. You can always contact the Ethics Office through the Ethics Help Line or Ethics Hot Line.

 

You can also visit the Doing What’s Right section of the Compliance and Ethics page on MySource for more information on reporting an issue or incident.

 

What happens when a concern is reported?

 

When you report a concern to the Ethics Help Line or Ethics Hot Line, your concerns will be taken seriously and investigated fully. Be prepared to give detailed information about your concern. You can choose to be anonymous if you want. Your confidentiality will be protected to the fullest extent possible and every effort will be made to quickly resolve your concern.

 

These reporting mechanisms are meant to be used only when you have a genuine concern that something is wrong. You will not be provided protection for your own misconduct just because you filed a report or if you knowingly give a false report.

 

Zero tolerance for retaliation

 

Anyone who reports a concern or reports misconduct in good faith, and with the reasonable belief that the information is true, is demonstrating a commitment to our values and following our Code of Conduct. The company has zero tolerance for acts of retaliation. Zero means zero. No one has the authority to justify an act of retaliation. Any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal.

 

Cooperating with an investigation

 

You’re required to cooperate with any investigation into alleged violations of our Code of Conduct, laws, regulations, policies or procedures, and are expected to be truthful and forthcoming during any investigation. This includes situations where you are an involved party, a witness, or are asked to provide information as part of an investigation. Any attempt to withhold information, sabotage or otherwise interfere with an investigation may be subject to any level of disciplinary action up to and including dismissal.

 

Remember, investigations are confidential company matters. To protect the integrity of the investigation, you are not allowed to discuss any aspect of an investigation, even the fact that an investigation is being conducted, with other employees or the public.

 

9


                             

  

At the same time, this requirement for confidentiality does not prohibit you from reporting legal violations to any governmental or regulatory body or official(s) or finance-related self-regulatory organization (collectively, “Governmental Authorities”), and you may do so either during or after your employment without notice to the Company. Furthermore, no BNY Mellon policy or agreement is meant to prohibit you from doing so, or from participating in any benefits involved in such reporting. The only restriction in this regard is that you are not authorized to disclose information covered by the Company’s attorney-client privilege.

 

Direct Communication with Government and Regulatory Authorities

 

The confidentiality of our information and the protection of that information is a theme that recurs several times in this Code and in many of our policies. However, nothing in this Code, in those policies, or in any agreement with BNY Mellon is meant to prohibit you from:

 

•  initiating communications directly with, cooperating with, providing relevant information to or otherwise assisting in an investigation by any Governmental Authorities regarding a possible violation of law;

 

•  testifying, participating or otherwise assisting in an action or proceeding by a Governmental Authority relating to a possible violation of law; or

 

•  participating in any benefits for information provided to Government Authorities in the manner described in the first or second points above.

 

You are permitted to report in this manner both during and after your employment here irrespective of any confidentiality agreements you may have signed or policies in place during your employment and without providing notice to the Company. The only restriction is that you are not authorized to disclose information covered by the Company’s attorney-client privilege.

 

Communication of Trade Secrets to Government and Regulatory Authorities

 

While the Code prohibits you from revealing “trade secrets” outside of the Company, you may do so without facing criminal or civil liability if:

 

•  the material is revealed in confidence solely for the purpose of reporting or investigating a suspected violation of law to a Federal, State, or local government official, either directly or indirectly, or to an attorney; or

 

•  the material is revealed in a complaint or other document filed under seal in a lawsuit or other proceeding. Note that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his/her attorney and may use the trade secret information in the court proceeding. In such cases, trade secret information must be filed under seal, and it may be disclosed only under a court order.

 

10


It’s your obligation to Do What’s Right.


Respecting Others

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it’s the right thing to do.

Key Principle: Respecting Others

Mutual respect and professional treatment

Harassment-free environment

Safety and security

Managers’ responsibilities


Key Principle: Respecting Others

Mutual respect and professional treatment

One of our values is Teamwork and nothing damages a team more quickly than a lack of mutual respect. For our company to be successful, we all must work together toward common goals. Employees and managers share a mutual responsibility to keep one another informed of any information that may be important to job performance and to understanding the organization. You’re expected to treat your fellow employees professionally — it’s what we owe each other in the workplace.

The company recognizes your right to form personal relationships with those you meet in the workplace; however, you’re expected to use good judgment to ensure your personal relationships do not negatively affect your job performance or interfere with your ability to supervise others. Favoritism, open displays of affection, not respecting personal boundaries, and making business decisions based on emotions or personal relationships are inappropriate. You should avoid situations where your personal relationship may create a potential conflict or perception of favoritism, especially if there is a reporting relationship.

Situations that involve borrowing money, or making loans between employees, or between one employee and a family member of another employee must be avoided, unless it is of an incidental nature involving a minimal amount of money. Managers should be particularly sensitive to situations involving lending money to those who report to them and avoid these workplace situations.

(Reference: Gifts, Entertainment and Loans from One Employee to Another)

 

 

Q & A

Q: I asked a question in a staff meeting and the response I received was offensive — several people laughed at me and I was mortified. What should I do?

A: The response you received was inappropriate. Healthy communication can only occur in environments where different opinions can be expressed and respectful debate occurs. It’s okay to disagree with a colleague. However, it must be done in a professional and respectful way. Talk to the person who made the remark. If you feel uncomfortable doing so, speak with your manager or Human Resources.

 

 

 

11


Key Principle: Respecting Others

Similarly, gifts and entertainment between employees (including family members of another employee) can create conflicts. Company policy places limits on the amounts that are permissible and amounts above those established limits require approval via CODE RAP.

(Reference: Gifts, Entertainment and Loans from One Employee to Another)

Managers must also be aware of situations where family members or close personal friends may also work at BNY Mellon. The company prohibits any work situations where there is a direct reporting relationship between family members. In addition, wherever possible, situations should be avoided that involve family members working in the same business unit at the same location, or family members working in positions where they can jointly control or influence transactions. Senior executives must be aware that there are restrictions on hiring family members. If you encounter such a situation or are aware of one, you should contact Human Resources for guidance.

(Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’ Household)

 

12


Harassment-free environment

BNY Mellon will not tolerate any form of harassment or discrimination. Harassment can be verbal, physical or include visual images where the effect creates an offensive atmosphere. It can take many forms and includes jokes, slurs and offensive remarks, whether delivered verbally, graphically or in electronic media, including e-mail.

Harassment also includes disrespectful behavior or remarks that involve a person’s race, color, sex, age, sexual orientation, gender identity, religion, disability, national origin or any other legally protected status. Certain local laws or regulations may provide additional protection for employees, so check with Human Resources or the Legal department in your local area if you have questions.

Some countries have specific laws concerning sexual harassment that include:

 

   

Intentional or unintentional, unwelcome sexual advances with or without touching

 

   

Coerced sexual acts

 

   

Requests or demands for sexual favors

 

   

Other verbal or physical conduct of a sexual nature

Our commitment to a harassment-free environment applies in all work-related settings and activities, whether on or off company premises, and extends to employees’ actions toward clients and vendors.

Harassment of any kind will not be tolerated in the workplace.

 

 

Q & A

Q: A colleague makes comments about my appearance that make me feel uncomfortable. I’ve told my colleague that I don’t like these comments, but they continue and I’m told I’m too sensitive. What am I supposed to do?

A: You should talk to your manager and ask for help. If you do not feel comfortable talking to your manager, talk to Human Resources or call the Ethics Help Line or Ethics Hot Line.

 

 

 

13


Key Principle: Respecting Others

Safety and security

BNY Mellon is committed to establishing and maintaining safe and healthy working conditions at all locations and to complying with laws that pertain to employee workplace safety. Listed below are some of the principles of maintaining a safe and secure workplace:

 

   

You must contribute to maintaining a workplace free from aggression. Threats, intimidating behavior or any acts of violence will not be tolerated.

 

   

You may not use, possess, sell or transfer illegal drugs on company property. In addition, you won’t be permitted to work if you’re using illegal drugs or impaired by alcohol.

 

   

You may not bring weapons onto company property. This includes weapons used for sporting purposes or otherwise legal to possess. Weapons of any kind have no place in the work environment.

 

   

You should be alert to individuals who are on company premises without proper authorization. Make sure you observe all physical access rules in your location and report incidents of unauthorized entry to your manager or to security personnel.

(Reference: Company Identification Card Issuance; Display and Use of Company Identification)

 

 

Q & A

Q: I have reason to believe that a colleague is coming to the office intoxicated. What should I do?

A: You should notify your manager immediately. If you’re uncomfortable discussing this with your manager, contact Human Resources.

 

 

Managers’ responsibilities

As part of a worldwide financial services organization, managers have a special responsibility to demonstrate our values through their actions. Managers must foster an environment of integrity, honesty and respect. This includes creating a work environment that is free from discrimination, harassment, intimidation or bullying of any kind. This type of behavior will not be tolerated and is inconsistent with our values and the Code of Conduct.

Managers also must ensure that all aspects of the employment relationship are free from bias and that decisions are based upon individual performance and merit.

 

14


It’s your obligation to Do What’s Right.


Key Principle: Avoiding Conflicts

Avoiding Conflicts

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

Gifts and entertainment

Outside employment and business dealings

Outside service as a director, officer or general partner

Ownership of an outside business

Fiduciary appointments

Personal investment decisions

Dealing with family and close personal friends

Corporate opportunities


Key Principle: Avoiding Conflicts

Overview

The way we conduct our daily business dealings with clients, suppliers, vendors and competitors determines our reputation in the marketplace far more than any other actions we take. Each one of us contributes to BNY Mellon’s reputation. You’re expected always to act in a way that reflects our commitment to integrity and responsible business behavior.

A conflict of interest is any situation where your interests, and the company’s interests or the interests of our clients appear to be in opposition. When you’re in such a situation, it may be difficult to objectively fulfill your job duties and your loyalty to the company or to our clients and may be compromised — or appear to be compromised. Every business decision you make should be in the best interests of the company and our clients and not for your own personal gain or benefit. So you may not engage in any activity that creates, or even appears to create, a conflict of interest between you and BNY Mellon or its clients. You should not take any business action, including any loan or guarantee, for your personal benefit, or to benefit a relative or close friend at the expense of the company’s or a client’s best interests.

If you believe you have a conflict of interest, or may be perceived to have such a conflict, you must disclose this to your Compliance Officer or to the Ethics Office. You’re expected to cooperate fully with all efforts to resolve any such conflict. The routine activities on the following pages can give rise to an actual or perceived conflict of interest.

(Reference: Business Conflicts of Interest)

Even if the conflict does not create an improper action, the appearance of a conflict of interest can be equally damaging to our reputation.

 

15


Key Principle: Avoiding Conflicts

Gifts and entertainment

Our clients, suppliers and vendors are vital to BNY Mellon’s success. That’s why it’s imperative that these relationships remain objective, fair, transparent and free from conflicts. While business gifts and entertainment can be important to building goodwill, they can also affect the relationship if your ability to exercise sound business judgment becomes blurred. To prevent misunderstandings, it’s recommended that, at the beginning of the business relationship, you discuss with your clients, suppliers and vendors what is permissible under our Code.

Fundamentally, interactions with existing or prospective clients, suppliers and vendors are business relationships that should be treated accordingly. The inappropriate giving or receiving of gifts and entertainment can erode the distinction between a business and a personal relationship. An appropriate benchmark is whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage BNY Mellon’s reputation.

If your judgment begins to be influenced inappropriately by a close relationship with a client, supplier or vendor, then you have crossed the line and you should remove yourself from that relationship.

 

 

Q & A

Q: My line of business is considering asking a local vendor that we use from time to time to donate small gifts to a local charity. Since we’re not getting anything of value, can we assume this is allowable?

A: No. This is inappropriate. Asking vendors or suppliers to donate gifts, even if nominal in amount and for a charitable purpose, gives the impression that they must honor our request to continue doing business with the company.

 

 

The basic principle is that no gift or entertainment may be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment. Gifts and entertainment should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, corporate tickets, company sponsored events, food, drink, and any similar items.

In addition to the rules noted on the next page that apply across the company, certain lines of business may have more restrictive rules and requirements. You are expected to know and follow the more rigorous standards that may apply to your job or your location.

 

16


The following are NOT allowed, regardless of the value:

 

   

Accepting or giving anything as a “quid pro quo”, that is for doing something in return for the gift or entertainment,

 

   

Accepting or giving cash or cash equivalents (e.g., checks, cash convertible gift certificates or cards, securities and loans),

 

   

Accepting or giving a gift or entertainment that violates any law or regulation or brings harm to BNY Mellon’s reputation,

 

   

Accepting or giving anything that could be viewed as a bribe, payoff or improper influence,

 

   

Accepting or giving a gift or entertainment that violates any standard of conduct for your profession, especially if you hold a license or a certification,

 

   

Using your position in any way to obtain anything of value from prospective or existing clients, suppliers, vendors or persons to whom you refer business,

 

   

Providing entertainment that is lavish or too frequent for an existing or prospective client, vendor or supplier,

 

   

Participating in any entertainment that is inappropriate, sexually oriented or inconsistent with ethical business practices,

 

   

Accepting gifts or entertainment from, or giving them to, any vendor or supplier during the selection or sourcing process, whether or not you are the primary relationship manager or involved directly in the negotiation to secure the products or services,

 

   

Participating in any action that would cause the other person to violate their own company’s standards for gifts and entertainment, and

 

   

Providing gifts or entertainment to an existing or prospective client, supplier or vendor not recorded properly in the company books and records.

 

 

Q & A

Q: I am vacationing in the Caribbean and my client has a home on the island that I’m visiting. She’s been asking me to stay in her home. I’ll make sure we discuss business and I may even be able to get some business referrals from her friends. There won’t be any expense to BNY Mellon. Can I stay in the client’s home?

A: No. Staying in a client’s home is inappropriate. Your client is a business associate, not a personal friend. This type of entertainment could be viewed as improper and could bring harm to the company’s reputation if disclosed to the public. The fact that the company is not paying for any expenses is not relevant. You should thank the client for the kind suggestion, explain our policy and politely decline the offer.

 

 

 

17


Key Principle: Avoiding Conflicts

The following require express preapproval or reporting via CODE RAP before you proceed. Approval is required whether you’re the recipient of the gift or entertainment, or you’re providing such to a client, vendor or supplier:

 

   

Accepting a gift or bequest under a will or trust document of a client of BNY Mellon, regardless of the amount,

 

   

Attending special, high-profile events, such as World Cup matches or Super Bowl games, regardless of the stated amount on the tickets,

 

   

Giving or receiving any gift or entertainment that exceeds amounts permissible in company policy (entertainment includes meals, refreshments or other accommodations, but should only be considered business entertainment if given in connection with a legitimate business meeting), and

 

   

Giving gifts or entertainment to any U.S. government employee/entity (U.S. or non-U.S.) – The laws surrounding gifts or entertainment to government officials are complex, so you should ask your manager for assistance or contact the Anti-Corruption and Government Contracting Unit of Compliance with questions.

The following are usually acceptable, but you should raise questions if you’re in doubt:

 

   

Gifts based upon obvious family or long-standing, personal relationships (such as those between you and your parents, children, spouse or a childhood friend), where the circumstances make it clear that those relationships are the motivating factor for the gift, rather than the business relationship,

 

 

Q & A

Q: I’m worried about the impression my office is giving to the community. We host what I consider to be lavish parties for prospective clients and some people seem to be constantly “entertaining” clients. Should I be worried?

A: It depends. It could be that your colleagues are engaging in legitimate business entertainment. It’s possible that the entertainment complies with the Code of Conduct and company policies, and you may not have all the facts. You should talk to your manager or the next level of management about your concern. If you’re uncomfortable doing this or you get an unsatisfactory answer, contact the Ethics Help Line or the Ethics Hot Line to report your concern.

 

 

 

   

Gifts of a nominal value (under $200 U.S. or local equivalent), but only if the gift is given in connection with a commonly recognized event or occasion (e.g., holiday, job event such as a promotion or retirement, life event such as a wedding, or a business event such as a conference, sports or cultural event). Even in these situations, you must report the gift or entertainment to your direct manager,

 

   

Promotional items of a nominal value, such as pens, calendars, paperweights,

 

   

Items with little intrinsic value, such as plaques, certificates and trophies recognizing service and accomplishments for civic, charitable, educational or religious organizations,

 

18


   

Discounts or rebates on merchandise or services that do not exceed those available to the general public or available to you as an employee of the company, and

 

   

Loans from other financial institutions, so long as they are on customary terms for legally permissible purposes.

If you receive a gift not in compliance with these requirements, you must immediately return the gift to the sender. If appropriate, you should send a letter explaining the company’s policy or your business line’s policies.

(Reference: Gifts, Entertainment and Other Expenses to Commercial Clients, Suppliers or

Vendors Policy and Anti-Corruption Policy)

Outside employment and business dealings

Certain types of outside employment or business dealings may cause a conflict of interest or the appearance of a conflict. It’s your responsibility to recognize these situations. Any activity that diminishes your ability to perform your job duties objectively, benefits you at the expense of BNY Mellon, competes with any business or service provided by the company, or has the potential to damage our reputation will not be permitted.

Certain types of outside employment or business dealings may not be accepted while employed by BNY Mellon, including:

 

   

Employment or association with companies or organizations that prepare, audit or certify statements or documents pertinent to the company’s business,

 

   

Employment with clients, competitors, vendors or suppliers that you deal with in the normal course of your job duties, and

 

   

Any business relationship with a client, prospect, supplier, vendor or agent of the company (other than normal consumer transactions conducted through ordinary retail sources).

 

 

Q & A

Q: A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?

A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If you’re concerned, you may want to talk with your manager. In addition, you can always contact your compliance Officer or the Ethics Office for guidance.

 

 

 

19


Key Principle: Avoiding Conflicts

Certain types of outside employment and business dealings require approval from the company before acceptance. You must seek approval via CODE RAP. Depending upon your job duties or other regulatory requirements, your request may be denied or limits may be placed upon your activities. The following positions require approval:

 

   

Employment involving the use of a professional license even if that license is not required for you to perform your current duties (e.g., FINRA, real estate, insurance, certified accountant and attorney),

 

   

Employment involving providing tax advice or tax return preparation,

 

   

Any type of employment in the financial services industry,

 

   

Employment that could compete with the company or divert business opportunities in any way,

 

   

Any position that is similar in nature to your present job duties and involves a “knowledge transfer” to the other organization,

 

   

Jobs that adversely affect the quality of your work, distract your attention from your job duties or otherwise influence your judgment when acting on behalf of the company,

 

   

Employment of any kind that would negatively impact the company’s financial or professional reputation, and

 

   

Serving as an expert witness, industry arbitrator or other similar litigation support that is unrelated to BNY Mellon, as these activities generally take a significant amount of time and have the potential to create conflicts of interest (e.g., taking a position that is contrary to company policies or procedures or otherwise conflicts with the interests of our clients).

Even if your outside employment is approved or permissible under the Code, you may not solicit employees, clients, vendors or suppliers, nor may you utilize the company’s name, time, property, supplies or equipment. All approvals granted for outside employment expire after one year. Annual re-approval via CODE RAP is required since facts and circumstances may change.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)

 

20


Outside service as a Director, Trustee, Officer, Investment Committee Member, Partner or Business Owner of a for-profit business or a not-for-profit organization

You must obtain prior approval from the Ethics Office through CODE RAP if you wish to serve as a Director, Trustee, Officer, Partner or Business Owner of any for-profit business OR for certain not-for-profit (NFP) organizations if any of the following conditions exist:

 

   

There is an existing or proposed client, business or financial relationship between the NFP organization and BNY Mellon, including receiving charitable contributions, grants or foundation money from BNY Mellon.

 

   

The NFP organization is a trade or industry organization (e.g., Financial Industry Regulatory Authority or the Chartered Financial Analyst Institute).

 

   

You receive any type of direct or indirect compensation (e.g., cash, securities, goods, services, tax benefit, etc.).

 

   

You have been asked by BNY Mellon to serve the NFP organization.

 

   

The organization/entity is any type of government agency or your position/role is considered to be a public official (whether elected or appointed).

Additionally, you must obtain prior approval from the Ethics Office through CODE RAP to serve as a member of an Investment Committee that makes or oversees decisions or recommendations with respect to investing the assets of a for-profit or a not-for-profit organization.

You may not serve until you have full approval from BNY Mellon as required by policy and documented in CODE RAP. If you are compensated, you may be required to surrender the compensation if there is a potential conflict of interest or you’re serving the outside entity on behalf of BNY Mellon. Annual re-approval via CODE RAP is required as facts and circumstances may change, so you may not be given permission to serve every year.

Even if the service does not require approval, you must notify BNY Mellon of any anticipated negative publicity, and you must follow these guidelines while you serve:

 

   

Never attempt to influence or take part in votes or decisions that may lead to the use of BNY Mellon or its affiliates’ products, services or other types of benefit to the company; the entity’s records must reflect that you recused yourself from such a vote or discussion.

 

   

You must ensure the entity conducts its affairs lawfully, ethically, and in accordance with prudent management and financial practices. If you cannot, then you must resign.

 

   

You cannot divulge any confidential or proprietary information

 

   

If you learn of any Material Non Public Information (MNPI) you must contact the Control Room or your local Compliance Officer to report each instance

(Reference: Accepting Compensation When Serving as a Board Member or Senior Officer

of an Outside Entity)

 

 

Q & A

Q: I’ve been asked to sit on the board of a local non-profit group. They use our Wealth Management group to manage their charitable giving program. I don’t have any business dealings with the non-profit group and don’t work in Wealth Management. Do I have to report this?

A: Yes. The non-profit entity is a client of BNY Mellon. It does not matter which line of business has the client relationship, or whether or not you have any business dealings with the group. You must submit a CODE RAP form and receive approval before you agree to serve.

 

 

21


Key Principle: Avoiding Conflicts

Ownership of an outside business

If you own a business (either as a sole proprietor or partial owner), you must seek approval for this ownership via CODE RAP. You’ll be required to provide pertinent details, such as any relationship with BNY Mellon (including employees), any compensation/payment received, time required and potential conflicts of interest (actual or in appearance). Annual re-approval via CODE RAP is required as facts and circumstances may change.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)

Fiduciary appointments

Fiduciary appointments are those where you act as a trustee, executor, administrator, guardian, assignee, receiver, custodian under a uniform gifts to minors act, investment adviser, or any capacity in which you possess investment discretion on behalf of another or any other similar capacity. In general, you’re strongly discouraged from serving as a fiduciary unless you’re doing so for a family member. All requests to serve as a fiduciary, with the exception of serving for a family member who is not a BNY Mellon client, requires approval through CODE RAP.

If there is a client relationship, there may be restrictions or controls placed on your service, or you may be denied the ability to serve in such a fiduciary capacity. In all situations where you’re acting as a fiduciary, you must follow these guidelines:

 

Do not represent that you’re performing the same professional services that are performed by a bank, or that you have access to such services,

 

Do not accept a fee for acting as a co-fiduciary with a bank, unless you receive approval from the board of directors of that bank, and

 

Do not permit your appointment to interfere with the time and attention you devote to your BNY Mellon job duties.

Personal investment decisions

Your personal investments, and those of certain family members, could lead to conflicts of interest. Therefore, you’re required to comply with the company’s Personal Securities Trading Policy, including adhering to the restrictions placed on trading in BNY Mellon securities and a strict prohibition against insider trading. Certain employees will have additional restrictions placed on their personal investments that may include reporting and pre-clearing various types of securities transactions. You must be familiar with the responsibilities that apply to your job and you’ll be expected to follow those rules.

In addition, if you have (or anyone who reports to you has) responsibility for a client, supplier or vendor relationship as part of your job duties, you must be cautious about potential investments in that business or its securities, particularly for privately held or thinly traded public companies and ensure your full compliance with the Personal Securities Trading Policy.

 

22


(Reference: Personal Securities Trading Policy)

Dealings with family and close personal friends

You should be particularly sensitive to business situations involving family members, household members or close personal friends. In general, a family member or close personal friend should not have any business dealings with you or with anyone who reports to you. This also includes situations where your family members or close personal friends provide an indirect service to a client for whom you have responsibility.

You must disclose any such situation to your manager and your Compliance Officer and cooperate with all efforts to resolve such conflicts.

(Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’ Household)

 

 

Q & A

Q: A client of mine is considering hiring my wife as his accountant. I did not make the referral to my client. Is this okay?

A: This situation could cause a conflict of interest, and you should contact your manager and your Compliance Officer immediately. If your wife is acting as your client’s accountant, she may be relying upon information BNY Mellon provides on the client’s account. This is a situation that puts you in a potential conflict of interest, so you may be required to resign from the client’s account if he hires your wife.

 

Q: My son works for a consulting company that BNY Mellon routinely hires for software development. My job does not require that I interact with him and I have no influence or input over the decision to hire the consulting company. Is this okay?

A: It doesn’t appear that there are any conflicts of interest with your son working for the consulting company and your job at BNY Mellon. To be certain, discuss this matter with your manager or your Compliance Officer, so that you can be sure there are no conflicts with this situation.

 

 

 

23


Key Principle: Avoiding Conflicts

Corporate opportunities

You owe a duty to BNY Mellon to advance its legitimate business interests when the opportunity arises. You and your family members are prohibited from personally benefiting from opportunities discovered through the use of company property or information that you directly or indirectly obtained through your position at BNY Mellon.

Your actions must not compete in any way with businesses the company engages in, and you may neither ask for, nor accept, a business opportunity that may belong to BNY Mellon or could appear to belong to it.

You may not give legal, tax, or other professional advice to clients, prospects, vendors or suppliers of the company. You may not give investment advice to clients, prospects, vendors or suppliers of the company, unless this activity is part of your regular job responsibilities. You must also be cautious if clients, prospects, suppliers or other employees seek your guidance or your recommendation of a third party professional who provides these services, such as an attorney, accountant, insurance broker, stock broker, or real estate agent.

If you make such a recommendation, you must follow these requirements:

 

Provide several candidates and ensure you show no favoritism toward any of them

 

Disclose in writing that the recommendations are in no way sponsored or endorsed by the company

 

Do not accept any fee (now or in the future), nor may you expect any direct or indirect benefit (e.g., more business from a better relationship) from the recommendation

All transactions with your clients, suppliers or vendors must be handled strictly on an “arm’s length basis”, meaning that the terms of all transactions must not even suggest the appearance of a personal advantage.

 

24


It’s your obligation to Do What’s Right.


Key Principle: Conducting Business

Conducting Business

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

Fair Competition and Anti-Trust

Anti-Corruption and Improper Payments

Combating Financial Crime an d Money Laundering


Key Principle: Conducting Business

Fair Competition and Anti-Trust

BNY Mellon is committed to fair dealing with our clients, suppliers, competitors and employees. The company is also committed to open competition as we believe this benefits our clients, the company and the community at large. We compete vigorously but only in full compliance with the laws and regulations of the numerous jurisdictions in which we do business, and in the spirit of honesty and integrity.

All BNY Mellon entities must comply with the various “fair competition” and “fair dealing” laws that exist in many countries and “anti-trust” laws in the U.S. The general purpose of these laws is to protect the markets from anti-competitive activities. Some examples of such anti-competitive activities are those that involve entering into formal or informal agreements, whether written or oral, with competitors regarding:

 

Fixing prices or terms, or any information that impacts prices or terms,

 

Allocating markets, sales territories or clients, including sharing marketing plans or strategic documents,

 

Boycotting or refusing to deal with certain suppliers, vendors or clients (unless required by a law or governing body, such as the Office of Foreign Assets Control), and

 

Making the use of a product or service from a supplier or vendor conditional upon their use of our services or products.

The principles of fair dealing require us to deal fairly with our clients, suppliers, competitors and employees. Unfair advantage may not be taken through:

 

Manipulation,

 

Concealment,

 

Abuse of privileged information,

 

Misrepresentation of material facts, or

 

Any other unfair-dealing practices.

 

 

Q & A

Q: A close friend works for a competitor of BNY Mellon. We sometimes talk about the challenges we have in marketing certain products and bounce ideas off one another. Is this a problem?

A: Yes. You’re discussing confidential information that belongs to the company. You may also be violating anti-trust or anti-competitive laws. Do not talk about these types of matters with your friend, family members or anyone outside of the company.

 

 

 

25


Key Principle: Conducting Business

The competition and anti-trust laws are many and complex, so if you have any question as to whether a particular activity is legal or in compliance with the spirit of these laws, you should contact a member of the Legal department. The following points reinforce the significance and complexity of these laws:

 

The laws can vary within the same country or organization. For example, several states within the U.S. have fair competition laws, in addition to the federal anti-trust laws. Likewise, within the EU, individual countries may have laws that apply in addition to EU laws,

 

The laws of certain countries may apply to conduct that takes place outside of that country (e.g., the U.S. and EU),

 

Violations of these laws typically carry harsh penalties. Most permit significant monetary penalties for both the company and the individual employee, and some permit convicted individuals to be imprisoned,

 

Meetings at professional gatherings, trade associations or conferences are particularly vulnerable to potential violations. If you’re involved in any discussion with a competitor that begins to suggest anti-competitive or anti-trust activity, or gives the appearance of this kind of activity, you must inform the competitor that the discussion must cease. If it does not, you must remove yourself from the group. Immediately report the incident to the Legal department to protect both you and the company, and

 

Many countries’ competition laws have provisions that make it illegal to monopolize or to abuse a dominant position in a market. You should check with the Legal department if you’re a senior manager of a business and have concern about these issues.

Complying with fair competition and anti-trust laws also means that you may not use information or materials that belong to our competitors. This includes using information that a former employee of a competitor may bring with them to BNY Mellon. We succeed in the marketplace based on our own merits and do not engage in corporate “espionage” or unethical means to gain advantage on the competition. You’re expected to comply fully with the letter and the spirit of all fair competition and anti-trust laws.

 

26


Anti-Corruption and improper payments

Most countries in which we do business have laws that prohibit bribes to governments, their officials and commercial (non-government) clients. The term “officials” can be applied broadly to include officials of political parties, political candidates, employees of governments and employees of government-owned businesses. BNY Mellon employees are subject to the Foreign Corrupt Practices Act and the UK Bribery Act. You must comply with these laws regardless of the line of business in which you work or your country of residence.

Any attempt to pay or offer money or anything of value to influence the actions or decisions of such officials may result in a violation of the above-referenced laws. Violation of these laws is a serious offense which can lead to significant penalties for the company and for you individually. You’re required to comply fully with the Company’s Anti-Corruption Policy and adhere to all associated rules including the following:

 

Do not offer or give anything of value (including gifts, meals, entertainment or other benefits) to a U.S. or non-U.S. “official” to obtain or retain business or secure any improper advantage.

Note in particular that “things of value” may include jobs or internships or offers thereof. Company Policies require that any and all candidates for employment (whether permanent, limited duration or as an intern) proceed through the formal HR recruiting process. You must not engage in informal recruiting, hiring or hiring discussions outside of the formal HR recruiting process. In addition, “things of value” may also include consulting, contractor or temporary work assignments at BNY Mellon, whether or not a third party employment staffing agency is involved. You must adhere to all internal controls applicable to such arrangements.

 

Do not agree to hire or exert any influence in the hiring of any client or potential client or any relative or other person in whom the client or potential client may be interested,

 

Do not accept or present anything if it obligates you, or appears to obligate you and ensure that all hospitality, entertainment and gifts are in accordance with applicable corporate policies and preceded by all required internal approvals,

 

Do not attempt to avoid laws by making payments through third parties: be cautious when selecting or dealing with agents or other third-party providers,

 

Never make any payment that you do not record on company books and records, or make misleading accounting entries,

 

Seek guidance when circumstances are unclear or you’re asked to make or approve a payment or take any other action that makes you uncomfortable, and

 

Report any observations of others engaging in any behavior that you believe is improper.

(Reference: Anti-Corruption Policy)

 

27


Key Principle: Conducting Business

Combating financial crime and money laundering

Money laundering is the process by which individuals or entities attempt to conceal unlawful funds or otherwise make the source of the funds appear legitimate. As a member of the financial services community, you have a special obligation to support law enforcement throughout the world to combat various types of financial crime, such as attempts to launder money for criminal activity and finance terrorist operations. You’re expected to comply fully with all anti-money laundering laws and only conduct business with reputable clients involved in legitimate business activities that use funds derived from lawful purposes.

It is critical to the health of the company that every employee adheres to the company’s strict “know-your-customer” policies. In addition to our global policies, individual lines of business have detailed policies and procedures that address unique requirements and circumstances. You’re expected to know those procedures and follow them. Ask your manager for guidance. Knowing your customer means following established customer identification protocols for your business line, validating that the individual or entity, and the source of their funds, is legitimate.

 

 

Q & A

Q: A longtime client started a new company that purchases medical equipment for a facility in the Middle East. The payments are made via wire transfers from an account of another company she owns in the Cayman Islands. The bank account of the Cayman Island company is located in a European country. Should I be concerned?

A: Yes. Transferring funds to or from countries unrelated to the transaction, or transfers that are complex or illogical is a significant red flag. You’re obligated to file an Incident Report no later than 72 hours from the time you identify the activity as suspicious.

 

 

Failing to detect suspicious transactions or doing business with any person or entity involved in criminal or terrorist activities puts the company and you at serious risk. Accordingly, the company will not tolerate any circumstance where an individual or business unit circumvents anti-money laundering policies or procedures or fails to report suspicious activity. No amount of revenue and no client relationship are worth the risk of doing business with those involved in criminal or terrorist activity. If you suspect or detect any suspicious activity, you must file an Incident Report as soon as possible, and no later than 72 hours after detection. No manager or executive has the authority to suppress such reports.

(References: Global Anti-Money Laundering/Know-Your-Customer Policy; Anti-Money Laundering Training Policy; Policy on Identifying, Investigating, and Reporting Fraud, Money Laundering etc.)

 

28


It’s your obligation to Do What’s Right.


Key Principle: Working with Governments

Working with Governments

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

Your Obligations

Basic Principles


Key Principle: Working with Governments

Your Obligations

BNY Mellon conducts business with national and local governments and with government owned entities. While you must always follow the standard of Doing What’s Right with any client, you should be aware that there are special rules when doing business with a government. Some practices that are acceptable when a private company is your client, such as nominal gifts or entertainment, may cause problems, or in some cases be a violation of law, when working with governments.

If you’re involved in any part of the process of providing services to a government entity, you have a special obligation to follow the basic principles in this section of the Code. These principles also apply in circumstances where you may be supervising the work of third parties in support of a government client (e.g., consultants, contractors, temporary workers or suppliers).

If you’re a manager or recruiter who has responsibility for hiring decisions, you may have additional, unique requirements. For example, certain jurisdictions, such as the U.S., have laws concerning employment discussions and the hiring of former government officials and their family members or lobbyists. Check with your local Human Resources representative or the Legal department in such circumstances to be sure you’re following requirements of the law.

 

 

Q & A

Q: I have clients in a country where some businesses have been “nationalized” and are now owned and run by the state. Are the people I deal with in these circumstances considered to be officials of the government?

A: You should assume the answer is yes. The laws can be complicated, so contact the Legal department for guidance.

 

 

Q: I’m hosting a dinner for a few of the larger clients in my region. One of the clients I was going to invite is the representative for the account we manage for the State of New Jersey. Do I have to notify anyone?

A: Yes. You may not proceed until you’ve received approval via CODE RAP from the Anti-Corruption and Government Contracting Unit of Compliance.

 

 

 

29


Key Principle: Working with Governments

Basic principles

 

   

Know the restrictions or limitations on presenting and receiving hospitality.

 

   

Do not offer or accept gifts to or from representatives of governments that do not comply with company policies,

   

Never accept or offer anything of value meant to induce or influence government employees or officials as this gives the appearance of a bribe, and

 

   

Don’t “tip” government officials or offer “inducement” payments.

 

   

Do not accept or present anything if it obligates you, or appears to obligate you.

 

   

Observe a “higher standard of care.”

 

   

Never destroy or steal government property,

 

   

Don’t make false or fictitious statements, or represent that agreements have been met if they haven’t,

 

   

Don’t deviate from contract requirements without prior approval from the government, and

 

   

Never issue invoices or charges that are inaccurate, incorrect or unauthorized.

 

   

Cooperate with government investigations and audits.

 

   

Don’t avoid, contravene or otherwise interfere with any government investigation or audit, and

 

   

Don’t destroy or alter any company documents (whether electronic or paper) in anticipation of a request for those documents from the government.

It’s important to note that in addition to the basic principles above, if your client is a U.S. federal, state or local government, there are very specific legal requirements and company policies that you must follow. These obligations apply to all businesses that deal with U.S. federal, state or local entities or officials, regardless of the location or the line of business providing the service, even in locations outside the U.S.

(References: Doing Business with the Government; Government Contracts; Gifts, Entertainment and Payments to Governments)

 

30


It’s your obligation to Do What’s Right.


Key Principle: Protecting Company Assets

Protecting Company Assets

We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

Financial Integrity

Additional Standards for Senior Financial Professionals

Use of Company Assets

Protecting Client and Employee Records and Observing Our Privacy Principles

Records Management

Use of Computers, Systems and Corporate Information

Inside or Proprietary Information


Key Principle: Protecting Company Assets

Financial Integrity

BNY Mellon is committed to keeping honest, accurate and transparent books and records. You’re expected to follow established accounting and recordkeeping rules, and to measure and report financial performance honestly. Investors count on us to provide accurate information so they can make decisions about our company. All business records must be clear, truthful and accurate, and follow generally accepted accounting principles and laws.

You may not have any secret agreement or side arrangements with anyone — a client, another employee or their family member, or a supplier, vendor or agent of the company.

The financial condition of the company reflects records and accounting entries supported by virtually every employee. Business books and records also include documents many employees create, such as expense diaries and time sheets.

Falsifying any document can impact the financial condition of the company. As a public company, BNY Mellon is required to file reports with government agencies and make certain public statements. Many people and entities use these statements, including:

 

   

Accountants — to calculate taxes and other government fees,

 

   

Investors — to make decisions about buying or selling our securities, and

 

   

Regulatory agencies — to monitor and enforce our compliance with government regulations.

You’re expected to maintain accurate and complete records at all times. Financial integrity is fundamental to our success, and falsification, back-dating, or misrepresentation of any company books, records or reports will not be tolerated.

 

 

Q & A

Q: I think a co-worker is submitting reports that indicate she worked overtime that she did not actually work. I don’t want to get anyone in trouble, so what should I do?

A: Reporting hours not worked is a form of theft. This is a serious issue and may be a violation of law. You must report your concern to your manager or Human Resources. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

 

 

 

31


Key Principle: Protecting Company Assets

Additional Standards for Senior Financial Professionals

If you’re responsible for the accuracy of the company’s financial filings with regulators, you have a higher duty to ensure your behavior follows the most stringent standards of personal and professional conduct. This includes the Chief Executive Officer, President, Chief Financial Officer, Company Controller, and such other individuals as determined by the General Counsel. Individuals in this group must adhere to the following additional standards:

 

   

Disclose to the General Counsel and Chief Compliance and Ethics Officer any material transaction or relationship that could reasonably be expected to be a conflict of interest,

 

   

Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including information in filings and submissions to the U.S. Securities and Exchange Commission and other regulatory bodies,

 

   

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be compromised,

 

   

Never mislead or improperly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent review of the company’s system of internal controls, financial statements or accounting books and records, and

 

   

Promptly report any possible violation of the company’s Code of Conduct to the General Counsel and Chief Compliance and Ethics Officer.

Use of Company Assets

Company assets include, but are not limited to, company funds, equipment, facilities, supplies, postal and electronic mail, and any type of company-owned information. It also includes your time and the time of those with whom you work — you’re expected to use your time at work responsibly. Company assets are to be used for legitimate business purposes and not for your personal gain. You’re expected to use good judgment to ensure that assets are not misused or wasted.

The company’s name and brand is a vital asset. To ensure that we maintain the integrity and value of the brand, it is imperative to adhere to the brand guidelines when using the name, logo or any reference to the brand. Details about the brand and brand guidelines are listed at the Brand Center site on MySource.

In addition to keeping within brand guidelines to ensure that the name and brand are used appropriately, the following is another important principle to protect these assets. You should not imply, directly or indirectly, any company sponsorship, unless you have prior and proper approval. This includes refraining from using the company’s name to endorse a client, supplier, vendor or any third party without the approval of Corporate Marketing. You may not proceed with any such use of the company’s name or endorsement without first receiving approval through CODE RAP.

(Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others)

Careless, wasteful, inefficient or inappropriate use of any company assets is irresponsible and inconsistent with our Code of Conduct. Any type of theft, fraud or embezzlement will not be tolerated.

 

32


Protecting client and employee records and observing our privacy principles

The company is responsible for ensuring the privacy, confidentiality and controlled access to all client and employee information. This includes personal information related to prospective clients and job candidates.

All of our stakeholders expect us to collect, maintain, use, disseminate and dispose of information only as necessary to carry out responsibilities or as authorized by law.

Nearly every employee in the company has access to private information, so you’re expected to adhere to the following key principles concerning privacy:

 

   

Collection of client and employee information must be controlled. This means that the collection of such information must be permitted under law and only for a legitimate business purpose. Accessing external accounts for clients using client passwords is not permitted under any circumstances, regardless of whether it is authorized and provided by the client.

 

   

Storage and transport of all forms of collected client and employee information must be controlled and safeguarded. This means that information collected must be maintained in a secured environment, transported by approved vendors and access provided only to those who need to view the information to perform their job duties.

 

   

Use of client and employee information must be controlled. If the law or company policy provides that the client or employee be given a right to “opt-out” of certain uses of information, then you must respect that right.

 

   

Disposal of client and employee information must be controlled. You should only retain information for the time period necessary to deliver the service or product and in compliance with applicable retention periods. When it’s necessary to dispose of information (regardless of the media on which the information is stored) you must do so in a manner appropriate to the sensitivity of the information.

 

   

Any compromise of client or employee information must be reported. If you’re aware of or suspect that client or employee information has been lost, stolen, missing, misplaced or misdirected, or that there’s been unauthorized access to information, you must immediately report the matter through the company’s incident reporting process.

Know how to protect records and make sure to follow company policies at all times. The loss of any protected data can be extremely harmful to the company financially and damage our reputation.

(Reference: Information Privacy Policy, Corporate Information Protection Policy)

 

 

Q & A

Q: As part of my group’s job duties, we’re able to view the accounts of wealthy clients. I overheard one of my colleagues talking to his brother on the phone about the balance in a client’s account that happens to be a very prominent sports figure. I don’t think this is right, but what should I do?

A: You’re correct in being concerned. Your colleague had no right to disclose personal information about a client to anyone who has no legitimate business need for the information. File an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

 

 

 

33


Key Principle: Protecting Company Assets

Global Records Management Program

You must follow company and local policies for retention, management and destruction of records. If there’s an investigation, or if litigation is pending or anticipated, certain records may need to be retained beyond established destruction periods. In most cases you’ll be notified of the need to retain documents by the Legal department, if appropriate.

Records should be defined in the broadest sense — meaning that they include any information created or received that has been recorded on any medium or captured in reproducible form. Records also include any document that is intentionally retained and managed as final evidence of a business unit’s activities, events or transactions, or for operational, legal, regulatory or historical purposes.

The media and formats of records take many forms, including:

 

   

Papers, e-mails, instant messages, other electronically maintained documents,

 

   

Microfilms, photographs and reproductions,

 

   

Voice, text and audio tapes,

 

   

Magnetic tapes, floppy and hard disks, optical disks and drawings, and

 

   

Any other media, regardless of physical form or characteristics that have been made or received in the transaction of business activities.

(Reference: Records Management Program)

Use of computers, systems and corporate information

As an employee, you have access to the company’s computers, systems and corporate information to do your job. This access means you also have the obligation to use these systems responsibly and follow company policies to protect information and systems.

Electronic systems include, but are not limited to:

 

   

Personal computers (including e-mail and instant messages) and computer networks,

 

   

Telephones, cell phones, voice mail, pagers and fax machines, and

 

   

Other communications devices, such as PDAs (e.g. Blackberry, iPad, etc.)

Never send sensitive or confidential data over the Internet or over phone systems without following established company policies to protect such information.

You should have no expectation of privacy when you use these systems, except as otherwise provided by applicable law. You’re given access to the company’s systems to conduct legitimate company business and you’re expected to use them in a professional and responsible manner. The company reserves the right to intercept, monitor and record your communication on these systems in accordance with the applicable law.

You’re expected to protect the security of these systems and follow company policies concerning access and proper use (such as maintaining passwords). In rare cases, where there is a necessary and legitimate business reason, you may disclose your password to another employee who has the right to access the information associated with your password; however, you must file a CODE RAP report immediately and observe all necessary steps to restore the confidentiality of your password. Also, the occasional use of company systems for personal purposes is acceptable, but you’re expected to use good judgment and comply with company policies. Keep personal use to a minimum and use company systems wisely and in a manner that would not damage the company’s reputation.

 

34


You’re permitted to use the company’s systems, but if you follow these rules:

 

   

Messages you create should be professional and appropriate for business communication, including those created via e-mail or instant messaging.

 

   

Never engage in communication that may be considered offensive, derogatory, obscene, vulgar, harassing or threatening (e.g., inappropriate jokes, sexual comments or images, comments that may offend, including those based upon gender, race, age, religious belief, sexual orientation, gender identity, disability or any other basis defined by law).

 

   

Do not distribute copyrighted or licensed materials improperly.

 

   

Do not transmit chain letters, advertisements or solicitations (unless they’re specifically authorized by the company).

 

   

Never view or download inappropriate materials.

(References: Electronic Mail Policy; Corporate Information Protection Policy)

 

 

Q & A

Q: My co-worker sometimes sends sensitive client data via the Internet to a vendor we use to help solve problems. I’m concerned because I don’t think this information is protected properly. He says it’s okay because the vendor is authorized to receive the data and the problems that need to be resolved are time-sensitive. Should I be worried?

A: Yes. This is a serious matter, and you must talk to your manager immediately. Your co-worker could be putting clients and BNY Mellon at great risk. If you don’t raise your concern, you may be as responsible as your co-worker for violating company policies. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

 

 

 

35


Key Principle: Protecting Company Assets

Inside or proprietary information

As an employee, you may have knowledge about the company’s businesses or possess confidential information about the private or business affairs of our existing, prospective or former clients, suppliers, vendors and employees. You should assume all such information is confidential and privileged and hold it in the strictest confidence. Confidential information includes all non-public information that may be of use to competitors, or harmful to the company or its clients, if disclosed.

It is never appropriate to use such information for personal gain or pass it on to anyone outside the company who is not expressly authorized to receive such information. Other employees who do not need the information to perform their job duties do not have a right to it. You’re expected to protect all such information and failure to do so will not be tolerated.

If you’re uncertain about whether you have inside or proprietary information, you should treat the information as if it were and check with your manager or a representative from the Legal department. The following list contains examples of “inside” or “proprietary” information.

Inside information

Inside information is material non-public information relating to any company, including BNY Mellon, whose securities trade in a public market. Information is deemed to be material if a reasonable investor would likely consider it important when deciding to buy or sell securities of the company, or if the information would influence the market price of those securities.

 

 

Q & A

Q: I discovered that an investor in one of our funds has requested to withdraw a significant amount of money from the fund. I manage a client’s money and he has an investment in the same fund. To protect my client’s interest, I want to pull his money out of the fund because its performance will likely drop. Even though the withdrawal is not yet known by the public, is this okay because I have a fiduciary duty to my client and I’m not benefiting personally by trading on behalf of my client?

A: No. You’re in possession of material non-public information and you may not trade the securities of that fund. Your duty to comply with securities laws supersedes any duty you have to your client. You should immediately contact the Legal department to discuss this situation.

 

 

If you’re in possession of material non-public information about BNY Mellon or any other company, you may not trade the securities of that company for yourself or for others, including clients. Nearly all countries and jurisdictions have strict securities laws that make you, the company and any person with whom you share the information, legally responsible for misusing inside information. The company’s Securities Firewalls Policy provides instructions on the proper handling of inside information and the company will not tolerate any violation of this policy. Certain employees have significant restrictions placed on their trading in BNY Mellon securities or the securities of other companies. You must know the restrictions relative to your job and follow company policies and applicable securities laws.

 

36


Proprietary information

Proprietary information includes business plans, client lists (prospective and existing), marketing strategies, any method of doing business, product development plans, pricing plans, analytical models or methods, computer software and related documentation and source codes, databases, inventions, ideas, and works of authorship. Any information, inventions, models, methods, ideas, software works or materials that you create as part of your job responsibilities or on company time, or that you create using information or resources available to you because of your employment by the company, or that relate to the business of the company, belong to the company exclusively and are considered proprietary information.

Proprietary information also includes business contracts, invoices, statements of work, requests for investment or proposal, and other similar documents. Any information related to a client, supplier or vendor financial information (including internal assessments of such), or credit ratings or opinions is considered proprietary. You should also assume all information related to client trades, non-public portfolio holdings and research reports are proprietary. The same is true regarding reports or communications issued by internal auditors, external regulators or accountants, consultants or any other third-party agent or examiner.

(References: Securities Firewalls, Personal Securities Trading Policy, Ownership and Protection of Intellectual

Property)

Company-produced policies, procedures or other similar work materials are proprietary and, while they may be shared with other employees, they cannot be shared with anyone outside of the company without prior consent of the policy owner and legal counsel.

These restrictions on the communication of proprietary information notwithstanding, employees are permitted to communicate certain proprietary information to regulatory authorities as detailed in the sections Direct Communication with Government and Regulatory Authorities and Communication of Trade Secrets to Government and Regulatory Authorities above.

Your obligation to protect inside or proprietary information extends beyond the period of your employment with the company. The information you use during your employment belongs to the company and you may not take or use this information after you leave the company.

 

37


Key Principle: Supporting our Communities

Supporting our Communities

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way we interact with our communities and the public at large.

Political Activities

Investor and media relations

Charitable contributions and corporate sponsorship

Participating in trade associations, conferences and speaking engagements


Key Principle: Supporting our Communities

Political Activities

Personal Political Activity

BNY Mellon encourages you to keep informed of political issues and candidates and to take an active interest in political affairs. However, if you do participate in any political activity, you must follow these rules:

 

   

Never act as a representative of the company unless you have written permission from the Chief Executive Officer, the General Counsel, and the Chief Compliance and Ethics Officer of the company.

 

   

Your activities should be on your own time, with your own resources. You may not use company time, equipment, facilities, supplies, clerical support, advertising or any other company resources.

 

   

You may not use company funds for any political activity, and you will not be reimbursed or compensated in any way for a political contribution.

 

   

Your political activities may not affect your objectivity or ability to perform your job duties.

 

   

You may not solicit the participation of employees, clients, suppliers, vendors or any other party with whom the company does business.

 

   

You may be required to pre-clear personal political contributions made by you, and in some cases, your family members.

(Reference: Political Contributions Policy)

Lobbying

Lobbying is generally defined as any activity that attempts to influence the passage or defeat of legislation. Lobbying activities are broad and may cover certain “grass roots” activities where groups of people, such as company employees, are contacted to encourage them to call public officials for the purpose of influencing legislation. Lobbying is prevalent in the U.S. and is gaining influence within the EU and other locations.

If you are engaged in lobbying, there may be disclosure requirements and restrictions on certain activities. If your job duties include any of the following activities, you must contact Marketing & Corporate Affairs or the Legal department for guidance:

 

   

Government contract sales or marketing

 

   

Efforts to influence legislation or administrative actions, such as accompanying trade associations in meetings with government officials concerning legislation

 

   

Meeting with legislators, regulators or their staffs regarding legislation

Lobbying does not include situations where a government agency is seeking public comment on proposed regulations.

(Reference: Procurement Lobbying)

 

 

Q & A

Q: An outside attorney with whom I work from time to time on company business cannot attend an exclusive fundraiser for a high-level political candidate. He offered me his ticket. The event is to be held at a very wealthy person’s home in my community and this will be a great way to solicit business. The company is not paying for the ticket and the fundraiser will be on my own time. May I attend?

A: Only if you have the written approval of the Chief Executive Officer, the General Counsel and the Chief Compliance and Ethics Officer. Your attendance at this event is indirectly related to your job and may give the appearance that you’re acting as a representative of the company or that the company sponsors the political candidate. It does not matter that BNY Mellon did not purchase the event ticket or that you’re going on your own time. To the public, your attendance is connected to the company. So you may not go without obtaining proper authorization prior to the event.

 

 

 

38


Key Principle: Supporting our Communities

Corporate political activities

The laws of many countries, including the U.S., set strict limits on political contributions made by corporations. Contributions are defined broadly to include any form of money, purchase of tickets, use of company personnel or facilities, or payment for services. BNY Mellon will make contributions only as permissible by law, such as those through company-approved political action committees.

Investor and media relations

Investor Relations

All contacts with institutional shareholders or securities analysts about the company must be made through the Investor Relations group of the Finance department. You must not hold informal or formal discussions with such individuals or groups, unless you are specifically authorized to do so. Even if you are authorized, you cannot provide special access or treatment to shareholders or analysts. All investors must have equal access to honest and accurate information.

Media relations

Corporate Communications must approve all contacts with the media, including speeches, testimonials or other public statements made on behalf of the company or about its business. You may not respond to any request for interviews, comments or information from any television channel, radio station, newspaper, magazine or trade publication, either on or off the record, unless you have express authorization from Corporate Communications.

If you are contacted or interviewed about matters unrelated to your job or to the company, you may not identify BNY Mellon as your employer, and you may not make comments about BNY Mellon.

(Reference: Inquiries from the Media, Financial Analysts, and Securities Holders; Use of the Company’s Name in Advertising or Endorsements of Customers and Others)

 

 

Q & A

Q: I have been asked to provide a statement about BNY Mellon’s experience with a vendor’s product that we use. The vendor wants to use my quote on their website or in other marketing materials. Is this okay?

A: It depends. Before agreeing to any such arrangement, you should contact Corporate Communications. BNY Mellon carefully protects its reputation by being highly selective in providing such endorsements. Do not proceed until you have the approval of your manager and Corporate Communications.

 

 

 

39


Charitable contributions and corporate sponsorship

The company encourages you to take part in charitable, educational, fraternal or other civic affairs, as long as you follow these basic rules:

 

   

Your activities may not interfere or in any way conflict with your job duties or with company business.

 

   

You may not make any gifts or contributions to charities or other entities in the name of, or on behalf of, the company.

 

   

You may not imply the company’s sponsorship for or support of any outside event or organization without the approval of the most senior executive of your line of business.

 

   

You may not use your position for the purpose of soliciting business or contributions for any other entity.

 

   

You must be cautious in the use of company letterhead, facilities or even your business card so that there is no implied or presumed corporate support for non-company business.

From time to time the company may agree to sponsor certain charitable events. In these situations, it may be proper to use company letterhead, facilities or other resources (such as employees’ time or company funds).

Ask your manager if you’re unclear whether or not the event in question is considered to be company sponsored.

(Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others)

Participating in trade associations, conferences and speaking engagements

You may participate in trade association meetings and conferences. However, you must be mindful that these situations often include contact with competitors. You must follow the rules related to fair competition and anti-trust referenced in this Code and company policies.

In addition, meetings where a client, vendor or supplier pays for your attendance should be rare and only occur when it is legally allowed, in compliance with company policy and pre-approval has been obtained via CODE RAP.

If you perform public speaking or writing services on behalf of BNY Mellon, any form of compensation, accommodations or gift that you or any of your immediate family members receive must be reported through CODE RAP. Remember, any materials that you may use must not contain any confidential or proprietary information. The materials must be approved by the Legal Department and the appropriate level of management that has the topical subject matter expertise.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation)

 

 

40


Additional Help

This section contains additional questions and answers about the requirements of our Code. Remember, ignorance or a lack of understanding is not an excuse for violating the Code. The company has established many resources to help deal with questions you may have regarding compliance with the Code. You’re expected to take advantage of these resources.

Q: A friend of mine is running for political office and I would like to help her out with her campaign. Can I do this?

A: Yes. Your personal support is your personal business. Just make sure that you do not use company assets, including company time or its name to advance the campaign. In addition, be aware that certain political contributions must be reported and/or pre-cleared.

Q: I was leaving the office and a journalist asked me if I could answer a few questions. I told him no and left the car park, but I felt bad about not talking to him. Should I have answered his questions?

A: Not at that time. You did the right thing by saying no. You should contact Corporate Communications and tell them of the request. They will determine whether it will be all right for you to talk to the media. If you receive a future request, suggest the journalist contact Corporate Communications directly.

Q: I am running for the local school board and I want to use the office copier to make copies of my campaign flyer. Is that okay?

A: No. Company property and equipment may not be used for a political purpose without authorization from Marketing & Corporate Affairs. Running for any public office is considered to be a political purpose. Accepting any political appointment or running for office requires approval via CODE RAP.

Q: To thank a client of mine, I want to give him tickets to attend a local football match. He mentioned that his company does not permit this type of entertainment, but I know he would love to go to the match. If he doesn’t care about his own company’s policy, can I give him the tickets?

A: No. If you know that giving him the tickets will violate his own company’s policy, do not give the gift. Just as we want clients to respect our limits on gifts, we must do the same.

Q: One of the vendors we’re considering for an assignment offered to take me to a local golf course to play a round and have dinner. He wants to talk about his company’s proposal so that we can make a more informed decision. We’ll be talking about business, and there won’t be much money spent on a round of golf and a modest dinner. Is this okay?

A: No. You’re evaluating vendors to provide a service. It’s always inappropriate to receive or give entertainment when the company is in the middle of a selection process.

Q: One of my vendors offered to send me to a conference at no cost to BNY Mellon. Can I accept the invitation?

A: No. Accepting a free trip from a vendor is never permissible. If you’re interested in attending the conference, speak to your manager. Most costs associated with your attendance at the conference must be paid by your department. You’ll be required to file a CODE RAP form if your manager agrees it’s appropriate to attend the conference and you’re requesting permission to permit the vendor to pay for part of your conference attendance.

 

41


Q: We’re entitled to a large payment from a government client if we certify that we’ve met all service level agreements on time. We’re not sure whether a few very minor items have been completed, but they’re not that important to the service. It’s close to the end of the quarter and we’d like to realize the payment. Is it okay to send the invoice and certify that the agreements have all been met now?

A: No. You cannot submit the invoice and certification until you’re certain that all requirements of the agreement have been met. Submission of an incorrect certification could subject the company, and you, to criminal penalties, so it is vitally important that any certification submitted to the government be completely accurate.

Q: A colleague called while on vacation requesting that I check her e-mail to see if she received an item she was expecting. She gave me her logon identification and password, requesting that I call her back with the information. Can I do this?

A: No. Passwords and other login credentials must be kept confidential and cannot be used by, or shared with, fellow employees. In rare instances when there is a business need that requires you to share your password, you’re required to file a CODE RAP form immediately afterward.

Q: I would like to take a part-time job working for my brother’s recycling business. His business has no relationship with the company and the work I’ll be doing for him is not at all similar to what I do in my job here at the company. Can I do this and do I have to file any forms?

A: Yes you may, as long as the time you spend there does not interfere with your job at the company and you don’t use any company equipment or supplies. You don’t need to file a CODE RAP form, since you’re not the sole proprietor or partial owner of the business. However, if you work in certain lines of business (such as a broker dealer), you may need to notify Compliance. Check with your manager or Compliance officer if you’re uncertain.

Q: I observed a colleague in our supply area filling up a box full of pens, paper and other items. I asked her what she was doing, and she told me that her son’s school was short on supplies, so she was trying to help out. She said our company can afford the supplies more than her son’s school and that it was the right thing to do. I am friendly with my colleague and I don’t want to get her in trouble. What should I do?

A: Your colleague is stealing from the company and you must file an Incident Report. The supplies purchased by our company are to be used for business needs only. Your colleague had no right to take these supplies for any purpose, even if it seems like a good cause.

Remember

All BNY Mellon employees are expected to follow the Code of Conduct, even if they disagree with its contents.

If faced with a situation in which you’re unsure of the correct action to take, contact your manager, an Ethics Officer, Compliance Officer, Legal Representative or Human Resources Business Partner for help. There are many resources at your disposal to help you. Don’t hesitate to use them and Do What’s Right!

©2017 The Bank of New York Mellon Corporation. All rights reserved.                                                   PE-1199 September/2018

 

LOGO

 

42

ADVISORY RESEARCH, INC.

CODE OF ETHICS

ADOPTED FEBRUARY 1, 2005

REVISED MARCH 19, 2019

 

1


Table of Contents

 

I. Introduction

     3  

II. Standards of Business Conduct

     6  

III. Insider Trading

     8  

IV. Personal Securities Transactions

     11  

V. Gifts, Entertainment and Contributions

     18  

VI. Confidentiality

     20  

VII. Reporting Illegal or Unethical Behavior

     21  

VIII. Duty to Comply and Update

     22  

 

2


I. Introduction

Advisory Research, Inc. (“ARI”) values the principles of honesty and integrity and expects that all employees conduct themselves in a professional and ethical manner. This Code of Ethics has been adopted by ARI in compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) and Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”). Advisory Research claims compliance with the CFA Institute Code of Ethics and Standards of Professional Conduct. This claim has not been verified by the CFA institute.

ARI is a fiduciary of its Clients and owes each Client an affirmative duty of good faith and full and fair disclosure of all material facts. This duty is particularly pertinent whenever the adviser is in a situation involving a conflict or potential conflict of interest. ARI and all Employees must affirmatively exercise authority and responsibility for the benefit of Clients, and may not participate in any activities that may conflict with the interests of Clients except in accordance with this Code. In addition, we must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Clients. Accordingly, at all times, we must conduct our business with the following fiduciary principles in mind:

1. Place the interests of Clients first and avoid abuses of their trust. We may not cause a Client to take action, or not to take action, for our personal benefit rather than the benefit of the Client. For example, causing a Client to purchase a security owned by an Employee for the purpose of increasing the price of that security would be a violation of this Code. Similarly, an Employee investing for himself in a security of limited availability that was appropriate for a Client without first considering that investment for such Client may violate this Code;

2. Avoid taking inappropriate advantage of our position. The receipt of investment opportunities, perquisites, or gifts from persons seeking business with ARI could call into question the exercise of our independent judgment. Accordingly, we may accept such items only in accordance with the limitations in this Code;

3. Conduct all personal securities transactions in compliance with this Code of Ethics. This includes all pre-clearance and reporting requirements and procedures regarding inside information and personal and proprietary trades. While ARI encourages Employees and their families to develop personal investment programs, you must not take any action that could result in even the appearance of impropriety;

4. Keep information confidential. Information concerning Client transactions or holdings is material non-public information and Employees may not use knowledge of any such information to profit from the market effect of those transactions;

5. Comply with the federal securities law and all other laws and regulations applicable to ARI’s business. Make it your business to know what is required of ARI as an Investment Adviser, and you as an Employee of ARI, and integrate compliance into the performance of all duties.

6. Seek advice when in doubt about the propriety of any action or situation. Any questions concerning this Code of Ethics should be addressed to your manager, the compliance department or the general counsel department.

No code of ethics can anticipate every situation. Even if no specific Code provision applies, please abide by the general principles of the Code outlined above and in a manner that is designed to avoid any actual or potential conflicts of interest.

Further, the general principles discussed above govern all conduct, whether or not the conduct also is covered by more specific standards and procedures set forth below. Finally, failure to comply with this Code of Ethics may result in disciplinary action, including termination of employment.

 

3


Terms and Definitions

 

Access Person

  

All employees of ARI, including any director, officer, general partner, or advisory person of the Firm, and any independent contractor who has access to non-public information regarding clients’ purchase or sale of securities, are involved in making securities recommendations to clients, or who has access to such recommendations that are non-public. Further, Rule 17j-1 describes “Access Persons” as all directors, officers, controlling persons who obtain information about recommendations made by any Advisory Person to any client.

Investment Person

  

Any Access Person who in connection with his or her regular functions or duties either makes or participates in making recommendations or decision s concerning purchases or sales of securities in any ARI client account or has otherwise been designated an Investment Person by Compliance.

Beneficial Interest

  

The opportunity to directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, to profit or share in any profit derived from a securities transaction in the subject Securities. An Access Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family sharing the same household. Common examples of Beneficial Interest include joint accounts, spousal accounts, UGMA/UTMA accounts, 401(K) and other retirement accounts, employee stock ownership plans, partnerships, trusts and controlling interests in corporations or any account in which the Access Person has investment discretion. Any uncertainty as to whether an Access Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Department.

Client Account

  

Any ARI Fund or any Fund, portfolio or client account advised or sub-advised by ARI.

Control

  

Control has the same meaning as in section 2(a)(9) of the Act. Control generally 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 office position with such a company.

Covered (Reportable) Security

  

Any option, stock or option thereon, instrument, bond, debenture, pre-organization certificate, investment contract, any other interest commonly known as a security, and any security or instrument related to, but not necessarily the same as, those held or to be acquired by any Fund; provided, however, that the following shall not be considered a Covered Security: securities issued by the United States Government, bankers’ acceptances, bank certificates of deposit, commercial paper, shares of registered open-end investment companies (other than ETFs, which should be considered “covered securities”) that are not funds advised or sub-advised by ARI.

Federal Securities Law

  

The Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

 

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Initial Public Offering

  

An offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

Immediate Family

  

A child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, and sister-in-law, and shall include adoptive relationships.

Limited Offering

  

An offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 of this chapter. See private placement or private securities transaction definitions below.

Managed Account Letter

  

A letter indicating an Access Person’s grant of investment discretion in an account or accounts to a third-party, signed by the Access Person, the Access Person’s financial advisor, and approved by the CCO.

Managed Account

  

An investment account over which bona fide legal investment discretion has been granted to an investment manager. The Access Person does not have direct or indirect influence over the control of the account.

Outside Business Activity

  

Includes any of the following on a compensated or non-compensated basis in a for-profit capacity or for a for-profit entity:

 

•  Being engaged in any other business outside the business of ARI

 

•  Being employed or compensated by any other person for business-related activities outside the business of ARI

 

•  Serving as an Advisory Person of another organization

 

•  Serving on the board of directors (or in any similar capacity) of another company.

Private Placement

  

An offering and investment in any non-publicly traded security.

Private Securities Transaction

  

Includes investments in private placements (hedge funds or private equity funds), privately placed security, private investment partnerships, interests in oil and gas ventures, real estate syndications, participations in tax shelters and other investment vehicles and shares issued prior to a public distribution.

Reportable Fund

  

Each of the registered investment companies for which ARI serves as an adviser or sub-adviser as defined in section 2(a)(20) of the Investment Company Act of 1940 or any fund whose investment advisor (PJIM,PJ&Co. and PJCCP) or principal underwriter (PJ&Co.) controls you, is controlled by you, or is under common control with you. Please see definition of Control above.

 

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II. Standards of Business Conduct

Compliance with Laws and Regulations.

Access Persons are required to comply with applicable Federal securities laws. In accordance with this requirement, Access Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a Security held or to be acquired by a Client Account:

1) To defraud the client in any manner;

2) To mislead the client, including by making a statement that omits material facts;

3) To engage in any act, practice or course of conduct that operates or would operate as a fraud or deceit upon the client;

4) To engage in any manipulative practice with respect to the client;

5) To appropriate for personal gain an investment opportunity that should be provided to a client; or

6) To engage in any manipulative practice with respect to securities, including price manipulation, which encompasses, but is not limited to, the intentional creation or spreading of false information intended to affect securities prices.

In addition, Regulation S-P (privacy requirements), anti-money laundering requirements and other laws and regulations imposed on mutual funds and U.S. registered investment advisers are applicable to Access Persons.

Conflicts of Interest.

As a fiduciary, ARI has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. In addition, ARI encourages Access Persons to try to avoid situations that have even the appearance of conflict or impropriety.

A. Conflicts among Client Interests.

Conflicts of interest may arise where ARI or Access Persons have reason to favor the interests of one client over another client (e.g., Client Accounts in which employees have made material personal investments or Client Accounts of Immediate Family or close friends). The Code specifically prohibits inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty.

B. Competing with Client Trades.

The Code prohibits Access Persons from using knowledge about pending or currently considered securities transactions for Client Accounts to profit personally, directly or indirectly, as a result of such securities transactions, including by purchasing or selling such securities.

C. Other Potential Conflicts Provisions.

1) Disclosure of Personal Interest – The Code prohibits investment personnel from recommending, implementing or considering any Securities Transaction for a client without having disclosed any material Beneficial Interest, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer (“CCO”) or another designated senior officer. If such designated person deems the disclosed interest to present a material conflict, the investment personnel may not participate in any decision-making process regarding the securities of that issuer.

 

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a. Note: This provision would apply in addition to ARI’s quarterly and annual personal Securities reporting requirements.

b. Research Analysts. If a research analyst has a material interest in an issuer, ARI may assign a different analyst to cover the issuer.

2) Referrals/Brokerage – Access Persons are to act in the best interests of ARI’s clients regarding execution and other costs paid by clients for brokerage services. Access Persons are to strictly adhere to the firm’s compliance policies and procedures regarding brokerage prohibitions (including allocation, best execution, and soft dollars) regarding use of brokerage commissions to finance mutual fund distribution and directed brokerage.

3) Vendors and Suppliers – Access Persons must disclose any personal investment or other interests in vendors or suppliers with respect to which the person negotiates or makes decisions on behalf of the firm. Access Persons with such interests are generally prohibited from negotiating or making decisions regarding ARI’s business with those companies.

4) No Transactions with Clients – Access Persons are not permitted to knowingly sell to or purchase from a client any security, except securities issued by the client provided that such securities are purchased in compliance with the Code.

 

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III. Insider Trading

Law & Policy

While there is no precise definition of insider trading in federal securities laws, the term is generally understood to mean the trading of securities and other investment instruments of whatever kind or nature while in possession of material non-public information (i.e., information that would be important to reasonable investors in making a decision to buy, sell or hold a security or other investment instrument that is not available to the general public). Obviously, this description does not catalog the many different types of information that can be construed as material and non-public. Rather than attempting to make such determinations on their own, personnel who suspect that they are in receipt of inside information should immediately seek the advice of the Chief Compliance Officer or the Chief Legal Officer. Concerns about the misuse of material non-public information by ARI or Employees may arise primarily in two ways:

First, ARI may come into possession of material non-public information about another company, such as an issuer in which it is investing for Clients or in which employees might be investing for their own accounts.

Second, ARI as an investment adviser has material non-public information in relation to its own business. The SEC has stated that the term “material non-public information” may include information about an investment adviser’s securities recommendations and Client securities holding and transactions. It is the policy of ARI that all such information is to be kept in strict confidence by those who receive it, and such information may be divulged only on a need to know basis within ARI and to those who have a need for it in connection with the performance of services to Clients.

Who is an Insider? The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. For example, a person who advises or otherwise performs services for a company may become a temporary insider of that company. An Employee of ARI could also become a temporary insider to a company because of ARI’s and/or the Employee’s relationship to the company.

What is Material Information? Trading on non-public information is not a basis for liability unless the information is material. “Material information” generally is defined as information for making his or her investment decision, or information that is reasonably certain to have a substantial effect on the price of a security.

What is Non-public Information? Information is non-public until it has been “effectively communicated to the marketplace”. One must be able to point to some fact to show that the information is generally public.

Penalties for Insider Trading. Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he/she does not personally benefit from the violation. Penalties include: civil injunctions, treble damages, disgorgement of profits, jail sentences, fines for the person who committed the violation and/or fines for the employer or other controlling person of any person committing the violation.

Procedures

Identification and Prevention of Insider Information. If an Employee believes that he or she is in possession of information that is material and non-public, or has questions as to whether information is material and non-public, he or she should take the following steps:

 

  1.

Report the matter to the Chief Compliance Officer or designee, who will determine if the security should be added to the Restricted List.

 

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  2.

General Prohibitions. All Access Persons of ARI are prohibited from, directly or indirectly, buying, selling or otherwise trading on Material, Non-Public Information for their personal accounts or on behalf of any client of the Adviser, including any Fund.

 

  3.

Recommendations. No Advisory Person may recommend the purchase or sale of any securities of the restricted issuer to any person while in possession of Material, Non-Public Information. The Advisory Person should refrain from communicating the information inside or outside ARI other than to the Chief Compliance Officer or his/her designee.

Restricted List. A “restricted list” shall be developed and maintained by Compliance to monitor personal trading by Access Persons and trading by Advisory Personnel on behalf of clients. This list shall identify the security restricted, the date initially restricted and the duration of the restriction. The restricted list shall prohibit Access Persons and proprietary accounts from trading in the securities of the listed issuers, and furthermore shall prohibit employees from soliciting or recommending trades in such securities. New cash inflows and liquidations will be allowed to trade in securities on the restricted list as long as they occur according to a model. The model will be locked down with respect to the restricted issuer once the issuer is placed on the restricted list to ensure that the model will be developed independent of Material Non-Public Information. Securities may appear on a restricted list for a variety of reasons, including the following: (a) ARI has Material Non-Public Information about the issuer, or (b) ARI has entered into a relationship likely to lead to an employee receipt of Material Non-public Information about the issuer. The “restricted list” shall be kept confidential in order to avoid tipping off other employees of ARI about the potential existence of Material Non-Public Information.

Information Wall. Employees of ARI who receive Material, Non-Public Information shall take all steps reasonably required in order to prevent or restrict the flow of such Material, Non-public Information between different areas of ARI. Employees on opposite sides of any “Information Wall,” as determined by the Compliance Officer, shall be required to exercise particular care in ensuring that Material, Non-public Information is not shared with employees of ARI on the opposite side of the Information Wall. This Information Wall will be maintained in order to allow different areas of the firm to operate independently thereby not compromising the ability of employees of ARI without access to Material, Non-Public Information to trade because other employees of ARI may have access to Material, Non-Public Information.

Securities Activities. No Access Person may disclose to any other person the securities activities engaged in or contemplated by any of ARI’s clients unless and only to the extent they are required to do so in connection with the normal performance of their assigned responsibilities with ARI.

Restrictions on Disclosure.

General. No Access Person shall disclose to any other person the securities activities engaged in or contemplated for any of the Funds or advisory accounts, unless and only to the extent they are required to do so in connection with the normal performance of their assigned responsibilities with ARI.

Media Inquiries. Special care must be taken to observe this disclosure restriction when responding to inquiries from the media, such as representatives of industry trade publications. If an Access Person receives an inquiry from an actual or potential client, a financial reporter, an investment analyst, or another member of the financial community, he or she should work with Compliance before responding.

Intra-Company Disclosure. Even within ARI, disclosure of and access to Material, Non-Public Information must be strictly limited to those who have a need to know the information in order to perform their assigned responsibilities.

 

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Expert Networks. From time to time, ARI may utilize services which provide ARI’s investment team access to a network of industry experts (commonly referred to as “Expert Networks”). In such cases:

 

  1.

Arrangements with Expert Networks will be pursuant to a written contract that includes a provision prohibiting the sharing by an expert of material non-public information with any ARI Employee;

 

  2.

ARI Employees are further limited to using experts when the following criteria are met:

 

  a.

In order to be considered in an ARI expert search and prior to each consultation, experts are required to certify that he or she will not share material non-public information with any ARI Employee; and

 

  b.

ARI Employees will not engage in a consultation with an expert regarding a publicly traded company if such expert has been employed by that publicly traded company within less than 6 months of ARI’s request for a consultation; and

 

  c.

ARI Employees participating in expert network consultations shall document the consultation.

 

  3.

ARI Employees are required to notify the Chief Compliance Officer if a new Expert Network arrangement is contemplated.

Detecting Insider Trading. To detect insider trading, the Chief Compliance Officer will regularly review the trading activity of Client accounts, Employee accounts and other ARI accounts. Specifically, (i) on a monthly basis the firm’s trading activity is reviewed to determine whether or not any trades in Restricted Securities occurred, (ii) Employee trades are reviewed on a quarterly basis in conjunction with the quarterly review of Employee trading, (iii) compliance and senior investment team personnel shall periodically review Expert Network consultations and documentation in conjunction with trade activity in an effort to identify possible patterns, and (iv) a sample of profitable trades for Client and Employee accounts shall be compared to one or more of the following: spikes in prices after the security was traded, whether there was a meeting between ARI employees and personnel of the company or an expert network consultation prior to the profitable trade, whether material news was disclosed by the company or analyst ratings changed shortly after the profitable trade. The Chief Compliance Officer shall consult with ARI’s senior management and may consult with legal counsel as appropriate regarding any results that may warrant additional action. It is also the responsibility of each Employee to notify the Chief Compliance Officer of any potential insider trading issues.

 

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IV. Personal Securities Transactions

Restrictions on Employee Trading

The investment business depends on investor confidence in the fairness and integrity of the markets. Insider trading poses a serious threat to that confidence. Therefore, below is a list of specific trading activities that are prohibited:

 

   

Short-Term Trading. Short-term trading in securities of issuers in which an Employee is an officer, director or the owner of 10% or more of a class of equity securities is prohibited by law.

 

   

Front Running. Trading on anticipated orders or prospective investment strategies of ARI or its affiliates or investors (“front running”) is prohibited.

 

   

Excessive Trading of Advisory Research Managed Funds. Excessive trading of any Advisory Research Managed Funds to take advantage of short-term market movements is prohibited. Excessive trading activity, such as a frequent pattern of exchanges, could result in harm to shareholders or clients.

 

   

Never purchase an equity IPO. This does not apply to initial offering of fixed income securities, convertible securities, preferred securities, open- and closed-end funds, and commodity pools.

Custodian Requirements.

For ease of administration and monitoring, Access Person Accounts holding reportable securities shall be maintained at any broker which has a broker feed to the Compliance Platform such as Charles Schwab & Co., Inc., Pershing, LLC, E *Trade, Fidelity Investments, Morgan Stanley, RBC Wealth Management, TD Ameritrade, UBS Financial Services and Wells Fargo or upon good cause, shown, such other broker/dealer permitted by the Chief Compliance Officer.

Due to the inefficiency of obtaining and reviewing hard copy confirmations and statements, ARI generally does not approve Employee requests to hold securities accounts outside of a Third-Party Brokerage Firm with a direct feed. If you believe you have an extenuating circumstance and wish to request an exception you must e-mail the Compliance team and obtain clearance from Compliance. Exceptions are only granted in limited circumstances.

Duplicate Statements.

If your accounts are not held at a Third-Party Brokerage Firm with a direct feed you must upload statements to the Compliance Platform on a quarterly basis. Any brokerage statements for Access Person Accounts of the Chief Compliance Officer or his or her family members will be reviewed by, someone other than the Chief Compliance Officer.

Reporting of Personal Securities Transactions.

Initial/Annual Holdings Report. Every Access Person must complete and submit through the Compliance Platform, an Initial/Annual Holdings Report no later than 10 calendar days after becoming an Access Person, and annually therafter no later than January 30 of the following year. Each Access Person is required to submit all of their reportable accounts belonging to them as well as to any member of their immediate family with whom they share a household and holdings in Reportable Securities. For each security, the Compliance Platform requires you to provide the security name and type, a ticker symbol or CUSIP, the number of shares or units held, and principal amount (dollar value) and date submitted. For each Reportable Account, when setting up the Broker on the Compliance Platform you must provide information about the broker, dealer, or bank through which the account is held and the type of account. The information contained in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

 

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Quarterly Personal Securities Transactions Reporting Requirements. Every Access Person must complete and submit a Quarterly Personal Securities Transactions and Brokerage Account Report to the Compliance Department through the Compliance Platform within 30 days after the end of the quarter. The report must include information about any transactions in reportable securities which were made during the specified calendar quarter. For each Reportable Transaction, you must provide, as applicable, the security name and type, the ticker symbol or CUSIP, the interest rate (coupon) and maturity date, the number of shares, the principal amount (dollar value), the nature of the trade (buy or sell), and the name of the broker, dealer, or bank that effected the transaction and date submitted. This is applicable for all reportable securities, regardless of whether pre-clearance approval was required.

Any reports of Initial/Annual Holdings and quarterly personal securities transaction reports that are not submitted by the date they are due are considered late and reported as violations of the Code of Ethics.

Pre-clearance. Each Access Person who wishes to buy or sell any Covered Security including any direct or indirect interest in any security of a IPO or Private Placement (limited offering), should first obtain pre-clearance of the transaction. Any approval is valid for the same day of the request. Pre-clearance requests should be submitted through the Compliance Platform to the Chief Compliance Officer, or other designated person as the Chief Compliance Officer may from time to time appoint. Records will be maintained in the Compliance Platform. Trades placed by ARI’s trading desk for an Access Person account are not exempt from preclearance requirements.

As further described in the definition for Covered Securities above, trades in the following, which are deemed to present little opportunity for improper trading, do not require preclearance:

 

   

Direct obligations of the Government of the United States;

 

   

Money market instruments or money market fund shares;

 

   

Shares of other types of open-end mutual funds not managed or sub-advised by ARI;

 

   

Units of a unit investment trust if the UIT is invested exclusively in unaffiliated mutual funds;

 

   

Trades in securities that are effected pursuant to an “Automatic Investment Plan”, where that term means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan, as well as the Piper Jaffray Retirement Plan.; or

 

   

Accounts in which an Access Person has Beneficial Interest if you provide the Chief Compliance Officer with written documentation showing that someone else has been granted sole investment discretion over the account. Note: While such discretionary accounts do not require preclearance, Access Persons shall to the Compliance Platform custodial statements at year end if there is not a direct feed.

The following securities are exempt from preclearance requirements (but not from Holdings or Transaction reporting requirements): (i) Securities transactions where neither the Access Person nor his or her Immediate Family knows of the transaction before it is completed; (ii) the acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; (iii) the acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue, and sales of such rights so acquired; (iv) repurchase agreements; (v) open and closed end mutual funds unless ARI serves as adviser or sub-adviser, ETF’s or options on ETF’s or ETN’s or options on ETN’s;

Holding Period. You must hold a position in a Reportable Security, other than ETFs or ETNs or options on ETF’s or ETNs, for 30 calendar days from your most recent purchase of that security before realizing any profit. This rule extends to any options or other transactions that may have the same effect as a purchase or sale, and is tested on a last-in-first out basis. This rule is based upon your overall holdings, not at an account level.

 

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You may be required to surrender any gains realized through a violation of this rule. You may close a position at a loss at any time, provided pre-clearance has been obtained or an exemption applies.

Pre-clearance Requests. Pre-clearance requests will be denied if :

 

   

the security is on ARI’s restricted list;

 

   

the investment opportunity should be reserved for a client;

 

   

the opportunity is being offered to an individual by virtue of his/her position with respect to ARI’s relationship with a client;

 

   

There is a pending buy or sale order outstanding for the security;

 

   

the security has been bought or sold on that day or in the previous 7 days or is under consideration for purchase or sale in a client account within the next seven (7) days; this does not include securities bought or sold for cash deposits or redemptions;

 

   

Inside information has been obtained regarding the issuer;

Review and Availability of Personal Trade Information. All information supplied under these procedures, including transaction and holdings reports (initial, monthly and annual reports), will be reviewed by the Chief Compliance Officer or his or her designee for compliance with the policies and procedures in this Code of Ethics within a reasonable time period after the end of the quarter/year to which they apply. This review will include, but not be limited to: 1) an assessment of whether the Access Person followed the required procedures, 2) an assessment of whether the Access Person has traded in the same securities as the Firm’s clients and if so, determining whether the client terms for the transactions were more favorable, 3) an assessment of any trading patterns that may indicate abuse, including market timing, and 4) performing any other assessment that may be necessary to determine whether there have been any violations of the Code.

Confidentiality. The Chief Compliance Officer is responsible for maintaining records in a manner to safeguard their confidentiality. Each Employee’s records will be accessible only to the Employee, the Chief Compliance Officer, and appropriate personnel. Records will be maintained in personal trading files for no less than five years.

 

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Code of Ethics Pre-clearance and Reporting Table:

 

Security Type

  

Pre-Clearance

Required?

  

Subject to
Pre-Trade

Screening?

  

Report on Quarterly
Transaction Report?

  

Report on Initial & Annual
Holdings Report?

Equity securities and option contracts on these securities    Yes    Yes    Yes    Yes
Fixed Income    Yes    Yes    Yes    Yes
Closed-End Mutual Funds    No    No    Yes    Yes
Affiliated Closed-End Mutual Funds (FMO, JMF and JMLP)    Yes    No    Yes    Yes
Open-End Mutual Funds    No    No    No    No
Affiliated Open-End Mutual Funds    Yes    No    Yes    Yes
Commodities including commodity futures    No    No    No    No
Exchange Traded Funds and Exchange Trade Notes    No    No    Yes    Yes
Index Funds    No    No    Yes    Yes
Index Futures    No    No    Yes    Yes
Non-Equity Securities offered as part of an Initial Public Offering (“IPO”)    Yes    Yes    Yes    Yes

 

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Private Placements of Limited Offerings    Yes    Yes    Yes    Yes
Direct obligations of the U.S. Government (i.e. Treasury Bonds)    No    No    No    No
Money Market Funds, bankers’ acceptances, bank CDs, commercial paper, repurchase agreements and other high quality short-term debt instruments    No    No    No    No
Piper Jaffray 401K Plan    No    No    No, access thru PJC    No, access thru PJC
Wells Fargo HSA Individual Selection    Yes    Yes    Yes    Yes
Acquisitions through stock dividend plans, spin-offs or other distributions applied to all holders of the same class of securities (corporate actions)    No    No    Yes    Yes
Acquisitions through gifts or bequests    No    No    Yes    Yes
Trades in REITS and variable insurance products.    No    No    Yes    Yes
529 Plans if Plan invested in non-ARI affiliated mutual funds    No    No    No    No
Managed Accounts    No    No    No    Yes

 

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Sanction Guidelines for Violations of Code of Ethics. Access Persons are responsible for complying with the restrictions set forth in this Code. Recurring violations of the Code may result in additional corrective measures beyond those normally taken by the CCO. Violations of the same type will be aggregated over an 18-month basis. The table below associates specific penalties with certain Code violations. However, extenuating circumstances may result in modifications to the indicated penalties. The CCO reserves the right to make these determinations at his/her discretion. All violations and related actions will be reported to the Access Person’s direct supervisor and the Executive Committee.

 

Code Violation

  

Penalty

Insider Trading    Termination upon review of facts and circumstances
Failure to pre-clear personal security transactions.   

1st violation – violation letter

2nd violation - $250 fine donated to the Piper Jaffray Foundation

3rd violation - $500 fine donated to the Piper Jaffray Foundation

Note: additional consecutive violations or egregious conduct may result in actions up to and including termination.

Failure to adhere to personal security transaction blackout period limitations, or other temporary blackout periods established by management.   

To the extent that the price per share received by a client account is less favorable that the price per share received by the Access Person, a donation for that price difference will be paid to Piper Jaffray Foundation. Note this does not apply to deposits/redemptions made by clients that are unknown at time of approval.

Note: additional consecutive violations or egregious conduct may result in actions up to and including termination.

Failure to accurately complete quarterly transaction reporting by the required due date.   

1st violation – violation letter

2nd violation - $250 fine donated to the Piper Jaffray Foundation

3rd violation - $500 fine donated to the Piper Jaffray Foundation

Note: additional consecutive violations or egregious conduct may result in actions up to and including termination.

Failure to accurately complete Initial and/or Annual Holdings Report by the required due date.   

1st violation – violation letter

2nd violation - $250 fine donated to the Piper Jaffray Foundation

3rd violation - $500 fine donated to the Piper Jaffray Foundation

Note: additional consecutive violations or egregious conduct may result in actions up to and including termination.

Failure to complete annual certification of Code of Ethics by the required due date.   

1st violation – violation letter

2nd violation - $250 fine donated to the Piper Jaffray Foundation

3rd violation - $500 fine donated to the Piper Jaffray Foundation

Note: additional consecutive violations or egregious conduct may result in actions up to and including termination.

Record Keeping Requirements. The Chief Compliance Officer or designee, will be responsible for maintaining the following records pertaining to the Code at its principal place of business in the manner set out below:

 

  (a)

A copy of each code of ethics for ARI that is in effect, or at any time within the past five years was in effect must be maintained in an easily accessible place;

 

  (b)

A record of any violation of the code of ethics, and of any action taken as a result of the violation must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs:

 

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  (c)

A copy of all reports made by an Access Person as required by the Code of Ethics including any information provided in lieu of the required reports must be maintained for at least five 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:

 

  (d)

A record of all persons, currently or within the past five years, who are or were required to make reports under the code of ethics, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place;

 

  (e)

A copy of each report required by the Code of Ethics must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place, and

 

  (f)

A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by access persons including IPOS and Limited Offerings, for at least five years after the end of the fiscal year in which the approval is granted.

 

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V. Gifts, Entertainment and Contributions

Law & Policy

The giving or receiving of gifts or other items of value to or from persons doing business or seeking to do business with ARI could call into question the independence of its judgment as a fiduciary of its Clients. Accordingly, it is the policy of ARI to permit such conduct only in accordance with the limitations stated herein.

Accepting Gifts and Entertainment. On occasion, because of an Employee’s position with ARI, an Employee may be offered, or may receive, gifts or other forms of non-cash compensation from Clients, brokers, vendors, or other persons not affiliated with ARI. Extraordinary or extravagant gifts and entertainment are not permissible and must be declined, returned or paid for, absent approval by the CCO. The following gifts and entertainment may be accepted subject to the caveat and considerations below. Please note this is per individual per year:

 

   

Gifts of a nominal value (i.e., gifts whose reasonable value is not more than $100),

 

   

Promotional items with a value that does not exceed $100, and

 

   

Entertainment which includes customary business lunches, dinners, entertainment at which both the Employee and the giver are present (e.g., sporting or cultural events) whose reasonable value is not more than $250.

Giving Gifts and Providing Entertainment. Extraordinary or extravagant gifts and entertainment may also not be given or provided, absent approval by the CCO. The following gifts and entertainment may be given or provided subject to the caveat and considerations below:

 

   

Gifts of a nominal value (i.e., gifts whose reasonable value is not more than $100) per person per year,

 

   

Promotional items with a value that does not exceed $100, and

 

   

Entertainment which includes customary business lunches, dinners, entertainment at which both the Employee and the recipient are present (e.g., sporting or cultural events) whose reasonable value is not more than $250 per person at the event.

Caveat. ARI’s policies on gifts and entertainment are derived from industry practices. Employees should be aware that there are other federal laws and regulations that prohibit firms and their employees from giving anything of value to employees of various financial institutions in connection with attempts to obtain any business transaction with the institution, which is viewed as a form of bribery. If there is any question about the appropriateness of any particular gift, Employees should consult the CCO.

ERISA Considerations. ERISA prohibits the acceptance of fees, kickbacks, gifts, loans, money, and anything of value that is given with the intent of influencing decision-making with respect to any employee benefit plan. The acceptance or offering of gifts, entertainment or other items may be viewed as influencing decision-making and therefore is unlawful under ERISA. In addition, many public employee benefit plans are subject to similar restrictions.

Mutual Fund Considerations. Section 17(e) of the 1940 Act limits the nature and extent of compensation received by affiliated persons of mutual funds in connection with the purchase or sale of securities on behalf of such mutual funds. As a result, the receipt of gifts and entertainment from a broker by employees of advisers to mutual funds, if extremely lavish or extensive, could be viewed by the SEC as “compensation” in exchange for directing a mutual fund’s brokerage business to that brokerage firm. Accordingly, it is the policy of ARI to only permit the receipt and offering of gifts and entertainment in accordance with the limitations stated in this Code.

 

18


Payments and Gifts to Government Officials. ARI requires all of its employees to comply strictly with the U.S. Foreign Corrupt Practices Act (the “FCPA”) and applicable foreign (non-U.S.) anti-bribery laws regarding foreign officials in each jurisdiction in which we do business. Generally, these laws and regulations prohibit offering or giving anything of value, directly or indirectly, to officials of foreign governments, foreign political candidates, or their family members in order to obtain or retain business, to unduly influence an official action, or to gain an unfair advantage. These payments are illegal and expose ARI and individuals personally to severe criminal, civil and regulatory penalties. “Anything of value” includes direct or indirect promises, payments, and offers of money or gifts to foreign officials whether in the form of profit, fee, charitable or political contribution, or in any other form. Paying for a foreign official’s travel expenses, meals and entertainment may also violate anti-bribery laws. Anti-bribery laws and regulations apply to all dealings that ARI officers, employees, consultants, contractors, intermediaries, agents, and any other third-party representatives of the company have with foreign officials. The term “foreign official” includes any employee of a government or state-owned or state-controlled entity (even if the person or entity is performing what might be considered commercial functions) and may include political party officials. Please seek guidance from the compliance department or the general counsel department before any payment or gift is made to a government official in order to ensure compliance. In addition to its anti-bribery provisions, the FCPA prescribes extensive books, records and audit requirements.

Procedures

Approval of Gifts and Entertainment. Any gift given or received over $100 must be approved by the CCO. Any entertainment given or received over $250.00 per person per event must be approved by the CCO. Please submit the request for pre-clearance for through the Compliance Platform.

Reporting Gifts and Entertainment. Employees must report the receipt of any gifts and entertainment from any person or entity to the Compliance Department on a quarterly basis through the Compliance Platform. Upon request, Employees shall confirm the accuracy of information reported.

Questions. If there is any question about the appropriateness of any particular gift or entertainment, Employees must consult the CCO.

Reviewing Gifts and Entertainment. Compliance personnel will maintain a log of reported gifts and entertainment, seek confirmation from Employees periodically as to the accuracy of information reported during the period, and review the log periodically with the Executive Committee. Compliance personnel will work with accounting to review the accuracy of the log.

 

19


VI. Confidentiality

Law & Policy

For the purpose of this policy, “ARI” includes its affiliates, the collective investment vehicles operated by such entities, and their successor entities. In the course of their affiliation with Advisory Research, Inc., ARI’s personnel (which include, but are not limited to, principals and officers of ARI, those employed or otherwise retained by ARI and those providing services to ARI) may learn confidential information concerning ARI, its investments, its investment strategies, its investors and various other matters.

“Confidential Information” generally means all information not publicly available (through the media or public records), regardless of whether such information was produced or obtained by ARI prior to, on or after the date hereof, and includes, but is not limited to, inside information, as described in the Insider Trading Policy, the composition of ARI’s securities portfolios, prospective investments, long and short term investment strategies (generally and with respect to specific investments), investor lists and information regarding investors, and certain records, procedures, software and other proprietary information.

It is crucial that all personnel realize that the proper treatment of Confidential Information is a key aspect of preserving the integrity of ARI. Accordingly, ARI personnel shall not at any time while employed or otherwise retained or providing services to ARI or for a period of one year following termination of their employment or other relationship: (i) disclose, directly or indirectly, any Confidential Information to anyone other than personnel of ARI or (ii) use or appropriate for their own use or the use of any other person, directly or indirectly, any Confidential Information for their personal benefit or the benefit of any other person.

As used herein, the word “person” shall include, but not be limited to, individuals, corporations, partnerships, limited liability companies, limited liability partnerships, trusts, foundations or any other group, association or organization. Furthermore, given the importance of confidentiality to ARI’s business, all personnel are prohibited from discussing or otherwise disclosing matters relating to ARI with anyone not affiliated with ARI unless expressly authorized by the Executive Committee. All personnel should understand that any breach of the confidentiality requirements contained in this Policy Statement may result in disciplinary action, including immediate termination, and may constitute a violation of Federal securities laws.

Law & Policy

Certain Employees may have written employment agreements with ARI which contain confidentiality provisions, which shall govern the Employee’s use of confidential information (as defined in such agreements). Human Capital will maintain copies of such employment agreements.

For the avoidance of doubt, nothing in this Code precludes you from reporting to the government, a regulator, or a self-regulatory agency conduct that you believe to be in violation of the law, or responding truthfully to questions or requests from the government, a regulator, a self-regulatory agency, or in a court of law.

 

20


VII. Reporting Illegal or Unethical Behavior

You are required to report observed illegal or unethical behavior to your manager, the CCO, or the Executive Committee.

If at any time you find yourself in a situation you believe is or may be a violation of a law, regulation or company policy (including this Code), you are required to report the violation or what you suspect may be a violation. If you become aware that someone may be contemplating an action that would be a violation, you are required to take steps to report it. Failure to report a violation is itself a violation of this Code.

If you would prefer to anonymously ask a question or report questionable behavior, you can contact the Piper Jaffray Ethics Hotline. All reports should be made in good faith.

Ethics Hotline

Piper Jaffray maintains an Ethics Hotline which is available for use by ARI Employees. The Ethics Hotline is a confidential means for you to report or discuss any ethical question, concern, problem or violation related to ARI and any violation or suspected violation of this Code. To reach the Ethics Hotline, dial the number below.

ETHICS HOTLINE U.S.: 866 396-TALK (8255)

The Ethics Hotline is monitored by an independent third party to ensure that all calls are handled discreetly and thoroughly. Confidentiality will be maintained, and you may make calls on an anonymous basis, if you wish.

Non-Retaliation Policy

ARI policy prohibits retaliation for reports of misconduct by others made in good faith by Employees. Retaliation against an employee who reports a violation or suspected violation is illegal and will result in disciplinary action (up to and including termination of employment) for anyone who takes retaliatory measures of any kind. In addition, retaliatory measures are subject to civil or criminal penalties under applicable laws and regulations, including state and federal laws.

 

21


VIII. Duty to Comply and Update

All ARI personnel must acknowledge receipt and acceptance of this Code of Ethics through the compliance platform. In addition, at such times as the CCO may determine, but no less frequently than annually, all ARI personnel shall execute updated Compliance Certificates upon request through the compliance platform.

 

22

CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

For

Lazard Asset Management LLC

Lazard Asset Management Securities LLC

Lazard Asset Management (Canada), Inc.

And

Certain Registered Investment Companies

This Code of Ethics and Personal Investment Policy (the “Policy” or this “Code”) has been adopted by Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada), Inc. (collectively “LAM”), and the U.S.-registered investment companies advised, managed or sponsored by LAM that have adopted this Policy (“LAM Funds”), to set forth (A) the standards of business conduct expected of Covered Persons (as defined below) and (B) certain procedures designed to minimize conflicts and potential conflicts of interest between LAM employees and LAM’s Clients (including the LAM Funds), and between LAM Fund directors or trustees (“Directors”) and the LAM Funds. The Policy is intended to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”) and NFA Compliance Rule 2-9. Section II of the Policy, in particular, is designed to prevent fraudulent or manipulative practices, including such practices respecting purchases or sales of Securities held or to be acquired by LAM Client accounts. It is also designed to prevent such practices, including short-term trading or “market timing,” as they relate to Covered Persons’ investments in open-end mutual funds whether or not managed by LAM.

All employees of LAM, including employees who serve as Fund officers or directors, are treated as access persons under the Advisers Act. They are herein referred to as “Covered Persons,” and are required to adhere to this Policy as well as all laws and regulations applicable to LAM’s business activities. Consultants to LAM also may be deemed Covered Persons by LAM’s Chief Compliance Officer and his/her designees. Additionally, all Directors of the Funds are subject to this Policy as indicated below.

I. Statement of Principles

LAM is an investment adviser registered with the Securities and Exchange Commission and offers discretionary and non-discretionary asset management services to its Clients, including the Funds. Accordingly, LAM and its employees serve as fiduciaries to these Clients. This fiduciary relationship requires LAM and Covered Persons to adhere to the highest standards of ethical conduct and seek to avoid even the appearance of improper behavior. In addition, when acting as fiduciaries LAM and Covered Persons must place the interests of the firm’s Clients above their own. (Detailed descriptions of LAM’s fiduciary duties are set forth in Section 1 of the LAM Compliance Manual.)


In order to promote compliance with these fiduciary duties, and to manage potential conflicts of interest, LAM has adopted without limitation:

 

   

The personal investment procedures set forth in Section II of this Policy;

 

   

Restrictions on the provision and receipt of gifts and business entertainment, as set forth in Section 33 of the LAM Compliance Manual;

 

   

The political contribution pre-clearance requirements set forth in Section 36 of the LAM Compliance Manual;

 

   

The outside business activity pre-clearance requirements set forth in Section 34 of the LAM Compliance Manual;

 

   

The policies promoting best execution and prohibiting directed brokerage consistent with Rule 12b-1(h)(1) under the 1940 Act, as set forth in Section 16 of the Compliance Manual;

 

   

The insider trading and Lazard Information Barrier policies set forth in Section 32 of the LAM Compliance Manual; and

 

   

Policies requiring adherence to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, as set forth in Section 4 of the LAM Compliance Manual.

LAM employees are also bound by the Lazard Ltd Code of Business Conduct and Ethics, a copy of which is published on Lazard.com.

Ensuring compliance with the firm’s policies and applicable laws is the responsibility of every Covered Person. LAM employees are required to report suspected violations to their supervisors or the LAM Legal & Compliance Department. As a matter of policy, LAM will not retaliate against individuals who report suspected violations in good faith. (Details of LAM’s non-retaliation policy may be found in Section 1 of the LAM Compliance Manual.)

II. Personal Investment Policy & Procedures

A. Overview

All Covered Persons owe a fiduciary duty to LAM’s Clients when conducting their personal investment transactions. Covered Persons must place the interest of Clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the Clients. The fundamental standard to be followed in personal securities transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.


Covered Persons are reminded that they also are subject to other policies of LAM, including the policies noted above concerning insider trading and the receipt of gifts and entertainment. It bears noting that Covered Persons must never trade in a security while in possession of material, non-public information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.

LAM’s Chief Compliance Officer shall be responsible for supervising the firm’s implementation of this Code and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate certain of the functions under this Policy to others in the Legal & Compliance Department, and shall promptly report to LAM’s General Counsel or the Chief Executive Officer all material violations of, or material deviations from, this Policy. This Policy will be delivered as appropriate to the Directors, who also will be asked to approve any material amendments to the Policy.

B. Definitions

“Investment Personnel” of a LAM Fund or LAM, for purposes of this Policy, includes:

 

  1.

Any employee of the LAM Fund or LAM (or of any company in a control relationship to the LAM Fund or LAM) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the LAM Fund.

 

  2.

Any natural person who controls the LAM Fund or LAM and who obtains information concerning recommendations made to the LAM Fund regarding the purchase or sale of securities by the LAM Fund.

“Personal Securities Accounts,” for purposes of this Policy include any account in or through which a Security can be purchased or sold, which includes, but is not limited to, a brokerage account; a custody account; a bank account; an individual retirement account; a 401(k) plan account that allows investments in Securities beyond open-end mutual funds; and variable annuity accounts or variable life insurance policies that allow investments in Securities beyond open-end mutual funds. Such Personal Securities Accounts include:

 

  1.

Accounts in the Covered Person’s or Director’s name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A);

 

  2.

Accounts in the name of the Covered Person’s or Director’s spouse;

 

  3.

Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals living with the Covered Person or Director or for whose support the Covered Person or Director is wholly or partially responsible (together with the Covered Person’s or Director’s spouse and minor children, “Related Persons”); 1

 

1 

Unless otherwise indicated, all provisions of this Code apply to Related Persons.


  4.

Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.

For purposes of this Policy, Personal Securities Accounts do not include the following, and each such Account and any transaction in Securities in such Account are not subject to Section II.C through Section II.I of this Policy2:

 

  1.

Estate or trust accounts in which a Covered Person or Related Person has a beneficial interest, but no power to affect investment decisions, and fully discretionary accounts managed by LAM, another registered investment adviser, a registered representative of a registered broker-dealer or another person/entity approved by the Legal & Compliance Department are permitted to be excepted from the definition if, (i) for Covered Persons and Related Persons, the Covered Person receives permission from the Legal & Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser (or such other approved person/entity) to the account and such person with regard to investment decisions prior to execution;

 

  2.

Other accounts over which the Covered Person or Related Person has no direct or indirect influence or control, provided the Covered Person obtains consent to maintain the account, and permission to be excepted from the definition, by the Legal & Compliance Department;

 

  3.

401(k) plan account and similar retirement accounts that permit the participant to invest only in open-end mutual funds and where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds;3

 

  4.

Accounts that may only invest in open-end mutual funds that are not LAM Funds or Sub-Advised Funds, or similar accounts (e.g., direct investment accounts at mutual fund sponsor firms, variable annuity/life contracts issued by investment companies registered under the 1940 Act) where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds.

 

  5.

Qualified state tuition programs (also known as “529 Programs”) where investment options and frequency of transactions are limited by state or federal laws.

 

 

 

2

Except that Investment Personnel of a LAM Fund or LAM are not exempt from Section II.D.1 through Section II.D.5 of this Policy with respect to transactions in Securities through such accounts.

3 

In particular, LAM employee 401(k) accounts at Fidelity are not Personal Securities Accounts. However, Fidelity Broker-Link brokerage accounts that are linked to employee 401(k) accounts are Personal Securities Accounts.


A “Security” or “Securities,” for purposes of this Policy, generally includes any instrument defined in Section 2(a)(36) of the 1940 Act, including the following:

 

  1.

stocks

 

  2.

corporate bonds

 

  3.

shares of closed-end funds, exchange-traded funds (commonly referred to as “ETFs”), exchange-traded notes (“ETNs”) and unit investment trusts

 

  4.

shares of open-end mutual funds (including the LAM Funds or any mutual fund for which LAM serves as a sub-adviser (“Sub-Advised Funds”))4

 

  5.

interests in hedge funds

 

  6.

interests in private equity funds

 

  7.

limited partnerships

 

  8.

private placements or unlisted securities

 

  9.

debentures, and other evidences of indebtedness, including senior debt and, subordinated debt

 

  10.

investment, commodity or futures contracts

 

  11.

all derivative instruments such as swaps, options, warrants and structured securities

For purposes of this Policy, a Security does not include:

 

  1.

money market mutual funds

 

  2.

U.S. Treasury obligations (including state and municipal securities collateralized by U.S. Treasury obligations)

 

  3.

mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government

 

  4.

bankers’ acceptances

 

  5.

bank certificates of deposit

 

  6.

commercial paper

 

  7.

high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody’s), including repurchase agreements.

C. Opening and Maintaining Employee Accounts

All Covered Persons and their Related Persons must generally maintain their Personal Securities Accounts at a broker-dealer approved by the Legal & Compliance Department which will electronically transmit Personal Securities Account information to the Financial Tracking System

 

4 

A current list of Sub-Advised Funds is maintained by LAM’s operations group and shared with the Legal & Compliance Department and is available to employees upon request.


(the “Approved Broker-Dealers”). Covered Persons and their Related Persons who have Personal Securities Accounts at a broker-dealer that is not capable of transmitting information to the Financial Tracking System electronically generally will be required to transfer such Accounts to an Approved Broker-Dealer (including Fidelity Investments and Charles Schwab). A list of Approved Broker-Dealers is set forth in Exhibit B.

In rare cases, LAM’s Chief Compliance Office or his/her designee may allow Covered Persons or Related Persons to maintain Personal Securities Accounts at firms other than Approved Broker-Dealers where (A) Approved Broker-Dealers do not offer a particular investment product or service desired by the Covered Person or Related Person, or (B) a Related Person must maintain their Accounts at a specific broker-dealer, by reason of their employment, or (C) in other exceptional circumstances. Covered Persons may submit a request for exemption to the Legal & Compliance Department. For any Personal Securities Account not maintained at an Approved Broker-Dealer, Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal & Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 55th Floor, New York, NY 10112-6300. All other provisions of this policy will continue to apply to any Personal Securities Account that is not maintained at an Approved Broker-Dealer.

It is the responsibility of Covered Persons to disclose all relevant Personal Securities Accounts to LAM’s Legal & Compliance Department. Pursuant to Section H below, new Covered Persons must disclose their Personal Securities Accounts, and those of their Related Persons, through the Financial Tracking System (or directly to the Legal & Compliance Department) within ten (10) calendar days of joining LAM. Existing Covered Persons must disclose new Personal Securities Accounts for which they or their Related Persons have a beneficial interest promptly to the Legal & Compliance Department, before any trading in Securities takes place.

D. Restrictions

All trades by Covered Persons or Related Persons in Securities through Personal Securities Accounts must be pre-approved through the Financial Tracking System (or directly by the Legal & Compliance Department where access to the System is not possible) pursuant to the procedures and exceptions set forth in Section E below (the “Pre-Clearance Requirement”).

 

  1.

Conflicts with Client Activity. Subject to the exceptions below, no Security may be purchased or sold in any Personal Securities Account seven (7) calendar days before or after a LAM Client account trades in the same security (the “Blackout Period”).

 

  2.

Conflicts with LAM Restricted List. No Security on the LAM Restricted List may be purchased or sold in any Personal Securities Account.

 

  3.

90 Day Holding Period. Securities transactions, including transactions in LAM Funds or Sub-Advised Funds and any derivatives, must be for investment purposes rather than for speculation. Consequently, subject to Section E below, Covered Persons or their Related Persons may not purchase and sell the same Securities within ninety (90) calendar days (i.e., a security acquired may be sold on the 91st day but not the 89th day after acquisition), calculated on a First In, First Out (FIFO) basis (the “90 Day Hold”). Profits from sales that occur within the 90 Day Hold are subject to disgorgement or other sanctions pursuant to Section J below.


  4.

Public Offerings. No transaction for a Personal Securities Account may be made in Securities sold in an initial public offering or secondary offering.

 

  5.

Private Placements. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person or Related Person without the prior approval of LAM’s Chief Compliance Officer or his/her designee. Pre-approval of such investments must be requested by Covered Persons through the Financial Tracking System. In connection with any decision to approve such a private placement, the Legal & Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire Securities in a private placement must disclose that investment when the Covered Person participates in a subsequent consideration of an investment in such issuer by or for a LAM Client and any decision by or made on behalf of the LAM Client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.

 

  6.

Private Funds. Private funds are sold on a private placement basis and as noted above are subject to prior approval by LAM’s Legal & Compliance Department through the Financial Tracking System. In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his or her designee, will review a copy of the fund’s offering memorandum, subscription documents and other governing documents (“Offering Documents”), along with any side letters, as deemed appropriate in order to ensure that the proposed investment is being made in a manner that does not conflict with LAM’s fiduciary duties.

Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal & Compliance Department will contact the Fund of Funds Group (the “Team”) and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal & Compliance Department if the fund is on the Team’s approved list or if the Team is otherwise interested in investing Client assets in the fund. If the fund is not on the Team’s approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer will generally approve the Covered Person’s investment, unless other considerations warrant denying the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal & Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Person’s request will be denied and priority will be given to the Team to invest Client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Covered Person’s investment will be reviewed by the Chief Compliance Officer or his or her designee as described above.


  7.

Short Sales. Covered Persons are prohibited from engaging directly in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has received all necessary approvals, an investment in a hedge fund interest or other permitted Security that engages in short selling is permitted. Covered Persons are prohibited from buying or otherwise taking a “long” position in a put option when they do not hold the underlying stock since this can result in a short sale on the expiration date of the contract.

 

  8.

Inside Information. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures (“Inside Information”) as outlined in Section 32 of the LAM Compliance Manual; and

 

  9.

Lazard Ltd Stock (LAZ). All trading in shares of LAZ by Covered Persons or Related Persons must be pre-cleared pursuant to Section F below, unless such trading is conducted by Lazard on behalf of Covered Persons or Related Persons through company programs. Trading in LAZ shares is subject to special trading prohibitions, the dates and conditions of which are determined by Lazard senior management; typically, LAZ trading will be prohibited beginning two weeks before each calendar quarter end through a date that is two business days after a public earnings announcement. Covered Persons are prohibited from entering into options contracts related to LAZ shares.

 

  10.

Levered ETFs and ETNs. Covered Persons and Related Persons are prohibited from trading in securities of levered ETFs or ETNs in their Personal Securities Accounts. These financial instruments are inconsistent with the provisions of this Code, insofar as they generally are designed to be held for short-term periods and can invite speculative trade decisions. Examples of prohibited levered ETFs and ETNs are set forth in Exhibit C.

 

  11.

Directorships. Covered Persons may not serve on the board of directors of any corporation or entity (other than a related Lazard entity) without the prior approval of LAM’s Chief Compliance Officer or General Counsel, pursuant to Section 34 of the LAM Compliance Manual.

 

  12.

Control of Issuer. Covered Persons and Related Persons may not acquire any security, directly or indirectly, for purposes of obtaining control of the issuer.

E. Exemptions

The Chief Compliance Officer or his/her designee may determine that one of the following exemptions to the Policy applies:

 

1.

Exemptions from Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold.

 

  a)

Investments in open-end mutual funds other than LAM Funds or Sub-Advised Funds are exempt from these three requirements. However, Covered Persons and Related Persons are required to trade in such fund shares in compliance with the applicable prospectus. For purposes of clarity, investments in LAM Funds and Sub-Advised Funds remain subject to the Blackout Period (to the extent applicable), Pre-Clearance Requirement and 90 Day Hold.


  b)

Investments in non-levered broad-based ETFs and ETNs to this Policy are also exempt from these three requirements; however, sales of any ETFs or ETNs in response to a margin call are subject to the Pre-Clearance Requirement.

 

  c)

Sales attributable to tax-loss harvesting by a Covered Person or Related Person are subject to the Pre-Clearance Requirement but are not subject to the 90 Day Hold or the Blackout Period.

 

  d)

Transactions in connection with corporate actions are also exempt from each of the Pre-Clearance Requirement, the Blackout Period and, as applicable, the 90 Day Hold.

 

  e)

Direct investment programs, which allow the purchase of Securities directly from the issuer without the intermediation of a broker-dealer are exempt from the Blackout Period and the 90 Day Hold, provided that: (i) the timing and size of the purchases are established by a pre-arranged schedule (e.g., dividend reinvestment plans); and (ii) the Covered Persons obtains Pre-Clearance prior to participating in such program. Covered Persons also must provide Required Reporting Information relating to such investments in the annual report as specified in Section H.4.

 

  f)

The Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold generally shall not apply to transactions for which the Covered Person or Related Person does not have, or has relinquished, control. Examples include trades related to (1) deferred compensation award vestings (exempt from all three); (2) the exercise of Security-related rights on a pro rata basis (exempt from all three); and (3) a commitment to trade predetermined amounts of a Security on a specific future date, pre-arranged with the Legal & Compliance Department (exempt from Blackout Period only).

 

2.

Exceptions to the Pre-Clearance and/or Blackout Period

 

  a)

Discretionary Exceptions. Purchases or sales of Securities which receive the prior approval of the Chief Compliance Officer or, in his or her absence, another senior member of the Legal & Compliance Department, may be exempted from the Blackout Period if such purchases or sales are determined to be unlikely to have any material negative economic impact on or give rise to an appearance of impropriety with respect to any Client account managed or advised by LAM. For example, the Chief Compliance Officer or his/her designee may find no conflicts or improprieties where Client activity within a Blackout Period is related to non-material inflows or outflows rather than discretionary investment decisions.


  b)

De Minimis Exemptions. The Blackout Period shall not apply to any transaction in (1) an equity Security which does not exceed an aggregate transaction amount of $50,000 of the security, provided the issuer has a market capitalization greater than US $5 billion; (2) an equity Security which does not exceed an aggregate transaction amount of $25,000 of the security, provided the issuer has a market capitalization between US $500 million and US $5 billion; and (3) fixed income Securities, or series of related transactions, involving up to $25,000 face value of that fixed income security, provided that the issuer has a market capitalization of greater than US $5 billion for its equity Securities.

For purposes of clarity, any Securities subject to an exception above must be included on reports required to be submitted to the Legal & Compliance Department consistent with this Policy. Exceptions are not applicable to trades in any Security on the LAM Restricted List or trades in LAZ when a corporate trading prohibition is applicable.

F. Prohibited Recommendations

No Investment Personnel shall recommend or execute any Securities transaction for any LAM Client account under his/her discretionary management, without having disclosed, through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/her designee any direct or indirect interest in such Securities or issuers (including any such interest held by a Related Person). Similarly, no Investment Personnel shall execute any Securities transaction for his/her Personal Securities Account without having disclosed through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/he designee, any direct or indirect interest that LAM Client accounts under his/her discretionary management may have. The interest could be in the form of:

 

  1.

Any direct or indirect beneficial ownership of any Securities of such issuer;

 

  2.

Any contemplated transaction by the person in such Securities;

 

  3.

Any position with such issuer or its affiliates; or

 

  4.

Any present or proposed business relationship between such issuer or its affiliates and the Investment Personnel or any party in which such Investment Personnel have a significant interest.

The Exceptions in Section E(2), above, may apply to the pre-clearance requests subject to this Section F, within the discretion of the Chief Compliance Officer or his/her designee.


G. Transaction Approval Procedures – Financial Tracking System

All Security transactions by Covered Persons and Related Persons in Personal Securities Accounts must receive prior approval from the LAM Legal & Compliance Department as described below. To pre-clear a transaction, Covered Persons must on behalf of themselves or a Related Person:

 

  1.

Electronically complete and “sign” the relevant trade request form in the Financial Tracking system, completing all fields accurately [https://secure.financial-tracking.com/login].

 

  2.

After the request is processed, the Covered Person will be notified by the Financial Tracking System if the order is approved or not approved. If the order is approved, the Covered Person or Related Person is responsible to transmit the order to the broker-dealer where his or her account is maintained.

Trade approvals from the Financial Tracking System are only valid for the business day in which they are issued. If the approved trade is not executed by the broker-dealer of the Covered Person or Related Person on the business day the approval is received, the proposed trade must be re-submitted to the Financial Tracking System for re-approval.

Pre-clearance requests will be processed though the Financial Tracking System each business day from approximately 8:30 a.m. ET through 3:45 p.m. ET. The Legal & Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. This is especially the case where pre-clearance requests are received late in the business day. Certain factors, such as time of day the order is submitted or length of time it takes to confirm Client activity, all play a role in the length of time it takes to preclear a transaction.

H. Required Reporting

 

  1.

Initial Certification. Within 10 days of becoming a Covered Person, such Covered Person must submit to the Legal & Compliance Department an acknowledgement that they have received a copy of this Policy, and that they have read and understood its provisions.

 

  2.

Initial Holdings Report. Within 10 days of becoming a Covered Person, the Covered Person must submit to the Legal & Compliance Department a statement of all Securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title, number of shares and principal amount of each Security, (ii) the name of any broker, dealer, insurance company, or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person; (i), (ii) and (iii), together with any other information required by the Financial Tracking System, being the “Required Reporting Information”. The Required Reporting Information provided in this statement must be current as of a date no more than 45 days prior to the Covered Person’s date of employment at LAM.

 

  3.

Quarterly Report. Within 30 days after the end of each calendar quarter, each Covered Person must provide a statement including the Required Reporting Information to the Legal & Compliance Department via the Financial Tracking System relating to Securities transactions executed during the previous quarter for all Personal


 

Securities Accounts and any new Personal Securities Accounts in which any Securities were held established during the previous quarter for the direct or indirect benefit of the Covered Person. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

 

  4.

Annual Report. Each Covered Person shall submit within 45 days after the end of each calendar year an annual report to the Legal & Compliance Department via the Financial Tracking System showing, as of the end of the calendar year the Required Reporting Information for each account in which any Securities are held for the direct or indirect benefit of the Covered Person or Related Persons. For purposes of clarity, a Covered Person’s investments in any direct investment program must be reported on the Covered Person’s annual report.

 

  5.

Annual Certification. All Covered Persons are required to certify annually via the Financial Tracking System that they have (i) read and understand this Policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all Personal Securities Accounts and transactions required to be disclosed or reported pursuant to this Code. LAM will maintain a copy of this Policy on the intranet site accessible to all Covered Persons, and its annual certification request will identify the location of the Policy to all Covered Persons. Amendments to the Policy, if any, will be transmitted to Covered Persons electronically.

I. Fund Directors.

Each Director who is not an “interested person” (as defined in the 1940 Act) of a LAM Fund and who would be required to provide reports pursuant to Section II.H of this Policy solely by reason of being a Director is excepted from such reporting requirements pursuant to Rule 17j-1(d)(2), except that the Director shall make a quarterly report to the Legal & Compliance Department of transactions in Securities if the Director knew or, in the ordinary course of fulfilling his or her official duties as a Director should have known, that during the 15-day period immediately before or after the Director’s transaction a LAM Fund on whose board the Director serves purchased or sold a Security, or the LAM Fund or LAM considered purchasing or selling the Security.

J. Sanctions.

The Legal & Compliance Department shall track all violations of this Policy and may impose appropriate sanctions, including without limitation warnings, disgorgement of trading profits to charity, and suspension of personal trading privileges. The Department shall report all material violations to LAM’s Chief Executive Officer or General Counsel, who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fines, or suspension / termination of the violator’s employment.


K. Retention of Records.

All records relating to personal Securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal & Compliance Department shall have the responsibility for maintaining records created under this policy.

L. Board Review.

The Chief Compliance Officer shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report regarding activity under this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

M. Other Codes of Ethics.

To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or, for an open-end Fund only, principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.


Exhibit A

EXPLANATION OF BENEFICIAL OWNERSHIP

You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or indirect “Pecuniary Interest” in the Securities.

You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect Pecuniary Interest in Securities:

 

  1.

Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. “Immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

 

  2.

Your interest as a general partner in Securities held by a general or limited partnership.

 

  3.

Your interest as a manager-member in the Securities held by a limited liability company.

 

  4.

A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

 

  1.

Your status as a trustee where either you or a member of your immediate family is a trust beneficiary.

 

  2.

Your status as a trust beneficiary and you have or share investment control over trust transactions.

 

  3.

Your status as a settler of a trust if you have the right to revoke the trust without the consent of a beneficiary and you have or share investment control over the Securities in the trust.


The foregoing is only a summary of the meaning of “beneficial ownership”. For purposes of the attached policy, “beneficial ownership” shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.


Exhibit B

APPROVED BROKER-DEALERS

PREFERRED BROKERS

Fidelity

Charles Schwab

OTHER APPROVED BROKERS

Ameriprise

E Trade

Interactive Brokers

Merrill Lynch

Morgan Stanley

Scottrade

TD Ameritrade

UBS


Exhibit C

PROHIBITED LEVERED ETFs AND ETNs (EXAMPLES)

Note: This is not an exhaustive list of prohibited levered ETFs and ETNs.

 

Ticker

  

Name

AGA

  

DB AGRICULTURE DOUBLE SHORT

AGLS

  

ADVSHRS ACCUVEST GBL LNG SHR

AGQ

  

PROSHARES ULTRA SILVER

AMJL

  

CREDIT SUISSE X-LINKSMP2XLVGALRN

BAR

  

DIREXION DAILY GOLD BULL 3X

BARS

  

DIREXION DAILY GOLD BEAR 3X

BDCL

  

ETRACS 2X WELLS FARGO BDCI

BDD

  

DB BASE METALS DOUBLE LONG

BGU

  

DIREXION DAILY LARGE CAP BULL 3X

BGZ

  

DIREXION DAILY LARGE CAP BEAR 3X

BIB

  

PROSHARES ULTRA NASD BIOTECH

BIS

  

PROSHARES ULTRASHORT NAS BIO

BOIL

  

PROSHARES ULTRA BLOOMBERG NA

BOM

  

DB BASE METALS DOUBLE SHORT

BRIL

  

DIREXION DAILY BRIC BULL 3X

BRIS

  

DIREXION DAILY BRIC BEAR 3X

BRZS

  

DIREXION DAILY BRAZIL BEAR 3

BRZU

  

DIREXION DAILY BRAZIL BULL 3

BUNT

  

DB 3X GERMAN BUND FUTURES

BXDC

  

BARCLAYS ETN+SHORT C S&P 500

BXDD

  

BARCLAYS ETN+SHORT D S&P 500

BXUB

  

BARCLAYS ETN+LONG B S&P 500

BXUC

  

BARCLAYS ETN+LONG C S&P 500

BZQ

  

PROSHARES ULTRASHORT MSCI BR

CEFL

  

ETRACS MONTH PAY 2X LEV C/E

CHAU

  

DIREXION DAILY CSI 300 CHI A BULL 2X

CLAW

  

DIREXION DLY HOMEBLD SUP BEAR 3X

CMD

  

ULTRASHORT DJ-UBS COMMODITY PR

COWL

  

DIREXION DLY AGRI BULL 3X

COWS

  

DIREXION DAILY AGRI BEAR 3X

CROC

  

PROSHARES ULTRASHORT AUD

CSMB

  

X-LINKS 2XLEVRG MERGER ARB

CURE

  

DIREXION HEALTHCARE BULL 3X


CZI

  

DIREXION CHINA BEAR 3X SHARES

CZM

  

DIREXION CHINA BULL 3X SHARES

DAG

  

DB AGRICULTURE DOUBLE LONG

DDM

  

PROSHARES ULTRA DOW30

DEE

  

DB COMMODITY DOUBLE SHORT

DGAZ

  

VELOCITYSHARES 3X INVERSE NA

DGLD

  

VELOCITYSHARES 3X INVERSE GO

DGP

  

DB GOLD DOUBLE LONG ETN

DIG

  

PROSHARES ULTRA OIL & GAS

DPK

  

DIREXION DAILY DEV M BEAR 3X

DPST

  

DIREXION DLY REG BANKS BULL 3X

DRIP

  

DIREXION DLY SP OIL GAS EXP BEAR 3X

DRN

  

DIREXION DLY REAL EST BULL3X

DRR

  

MARKET VECTORS DBL SHORT EUR

DRV

  

DIREXION DLY REAL EST BEAR3X

DSLV

  

VELOCITYSHARES 3X INVERSE SI

DSTJ

  

JPMORGAN 2X SHORT TREASURY

DSXJ

  

JPMORGAN 2X SHORT 10 YR TREA

DTO

  

DB CRUDE OIL DOUBLE SHORT

DUG

  

PROSHARES ULTRASHORT OIL&GAS

DUST

  

DIREXION DAILY GOLD MINERS I

DVHL

  

ETRACS MON PAY 2XLEV HI INC

DVYL

  

ETRACS 2X DJ SEL DVD ETN

DWTIF

  

VELOCITYSHARES 3X INVERSE CR

DXD

  

PROSHARES ULTRASHORT DOW30

DXO

  

POWERSHARES DB CRUDE OIL 2X

DYY

  

DB COMMODITY DOUBLE LONG

DZK

  

DIREXION DLY DEV MKT BULL 3X

DZZ

  

DB GOLD DOUBLE SHORT ETN

EDC

  

DIREXION DLY EMG MKT BULL 3X

EDZ

  

DIREXION DLY EMG MKT BEAR 3X

EET

  

PROSHARES ULT MSCI EMER MKTS

EEV

  

PROSHARES ULTSHRT MSCI EM

EFO

  

PROSHARES ULTRA MSCI EAFE

EFU

  

PROSHARES ULTSHRT MSCI EAFE

EMLB

  

IPATH LONG ENHANCED MCSI EM IN

EMSA

  

IPATH SE MSCI EM INDEX ETN

EPV

  

PROSHARES ULTRASHORT FTSE EU

ERX

  

DIREXION DAILY ENERGY BUL 3X

ERY

  

DIREXION DLY ENERGY BEAR 3X

EUO

  

PROSHARES ULTRASHORT EURO

EURL

  

DIREXION DAILY FTSE EUROPE B

EURZ

  

DIREXION DAILY FTSE EUROPE B


EWV

  

PROSHARES ULTSHRT MSCI JAPAN

EZJ

  

PROSHARES ULTRA MSCI JAPAN

FAS

  

DIREXION DAILY FIN BULL 3X

FAZ

  

DIREXION DAILY FINL BEAR 3X

FBG

  

FI ENHANCED BIG CAP GR ETN

FBGX

  

FI ENHANCED LARGE CAP GROWTH

FCGL

  

DIREXION DAILY NATURAL GAS

FEEU

  

FI ENHANCED EUROPE 50 ETN

FIBG

  

CS FI ENHANCED BIG CAP GROW

FIEG

  

FI ENHANCED GLOBAL HI YLD

FIEU

  

CS FI ENHANCED EUROPE 50 ETN

FIGY

  

FI ENHANCED GLOBAL HIGH YLD

FINU

  

PROSHARES ULTRAPRO FINANCIAL

FINZ

  

PROSHARES ULTRAPRO SHORT FIN

FLGE

  

FI LARGE CAP GROWTH ENHANCED

FOL

  

FACTORSHARES 2X: OIL-S&P500

FSA

  

FACTORSHARES 2X: TBD-S&P500

FSE

  

FACTORSHARES 2X: S&P500-TBD

FSG

  

FACTORSHARES 2X: GOLD-S&P500

FSU

  

FACTORSHARES 2X: S&P500-USD

FXP

  

PROSHARES ULTRASHORT FTSE CH

GASL

  

DIREXION DLY NAT GAS BULL 3X

GASX

  

DIREXION DLY NAT GAS BEAR 3X

GDAY

  

PROSHARES ULT AUSTRALIAN DOL

GLDL

  

DIREXION DAILY GOLD BULL 3X

GLDS

  

DIREXION DAILY GOLD BEAR 3X

GLL

  

PROSHARES ULTRASHORT GOLD

GUSH

  

DIREXION DLY SP OIL GAS EXP BULL 3X

HAKD

  

DIREXION DAILY CYBER SEC BEAR 2X

HAKK

  

DIREXION DAILY CYBER SEC BULL 2X

HBU

  

PROSHARES ULTRA HOMEBUILDERS

HBZ

  

PROSHARES ULTRA SHORT HOMEBLD

HOML

  

ETRACS MON RESET 2X LEV ISE EHB

HYDD

  

DIREXION DAILY HIGH YIELD BEAR 2X

IGU

  

PROSHARES ULTRA INVEST GRADE

INDL

  

DIREXION DAILY MSCI INDIA BU

INDZ

  

DIREXION DAILY INDIA BEAR 3X

IPLT

  

2X INVERSE PLATINUM ETN

ITLT

  

POWERSHARES DB 3X ITAL TR BD

J10L

  

GUGGENHEIM INVERSE 2X S&P 50

J10U

  

GUGGENHEIM 2X S&P 500 ETF

JDST

  

DIREXION DLY JR GOLD BEAR 3X

JGBD

  

DB 3X INVERSE JAPANESE GOVT


JGBT

  

DB 3X JAPANESE GOVT BND FUT

JNUG

  

DIRXN DAILY JR BULL GOLD 3X

JPNL

  

DIREXION DAILY JAPAN 3X BULL

JPNS

  

JAPAN DAILY JAPAN 3X BEAR

JPX

  

PROSHARES U/S MSCI PAC X-JPN

KOLD

  

PROSHARES ULTRASHORT BLOOMBE

KORU

  

DIREXION DAILY SK BULL 3X

KORZ

  

DIREXION DAILY SOUTH KOREA

KRU

  

PROSHARES ULTRA S&P REGIONAL

LABD

  

DIREXION DAILY SP BIOTECH BEAR 3X

LABU

  

DIREXION DAILY SP BIOTECH BULL 3X

LBJ

  

DIREXION DLY LAT AMER BULL3X

LBND

  

DB 3X LONG 25+ YEAR TREASURY

LHB

  

DIREXION DLY LATIN AMER 3X

LMLP

  

ETRACS MNTH PAY 2XL WF MLP

LPLT

  

2X LONG PLATINUM ETN

LRET

  

ETRACS MON PAY 2XLEV MSCI SU REIT

LSKY

  

ETRACS MONTHLY 2XLEVERAGED ISE

LTL

  

PROSHARES ULTRA TELECOMMUNIC

MATL

  

DIREXION DLY BAS MAT BULL 3X

MATS

  

DIREXION DLY BAS MAT BEAR 3X

MDLL

  

DIREXION DAILY MID CAP BULL 2X

MFLA

  

IPATH LE MSCI EAFE INDEX ETN

MFSA

  

IPATH SE MSCI EAFE INDEX ETN

MIDU

  

DIREXION DLY MID CAP BULL 3X

MIDZ

  

DIREXION DLY MID CAP BEAR 3X

MLPL

  

ETRACS 2X LEV LG ALERIAN MLP

MLPQ

  

ETRACS 2X MON LEV ALER MLP INFRA

MLPZ

  

ETRACS 2X MON LEV SP MLP INDEX B

MORL

  

ETRACS MONTHLY PAY 2XLEVERAG

MVV

  

PROSHARES ULTRA MIDCAP400

MWJ

  

DIREXION DAILY MID CAP BULL 3X SHA

MWN

  

DIREXION DAILY MID CAP BEAR 3X SH

MZZ

  

PROSHARES ULTSHRT MIDCAP400

NAIL

  

DIREXION DAILY HOMEBL SUP BULL 3X

NUGT

  

DIREXION DAILY GOLD MINERS I

PILL

  

DIREXION DLY PHARMA MED BULL 2X

PILS

  

DIREXION DLY PHARMA MED BEAR 2X

PST

  

PROSHARES ULTRASHORT 7-10 YR

QID

  

PROSHARES ULTRASHORT QQQ

QLD

  

PROSHARES ULTRA QQQ

REA

  

RYDEX 2X ENERGY

REC

  

RYDEX INV 2X S&P ENERGY


RETL

  

DIREXION DLY RETAIL BULL 3X

RETS

  

DIREXION DLY RETAIL BEAR 3X

REW

  

PROSHARES ULTRASHORT TECH

RFL

  

RYDEX 2X FINANCIAL

RFN

  

RYDEX INV 2X FINANCIAL

RHM

  

RYDEX 2X HEALTH CARE

RHO

  

RYDEX INV 2X HEALTH CARE

RMM

  

RYDEX 2X S&P MIDCAP 400 ETF

RMS

  

RYDEX INVERSE 2X S&P MIDCAP

ROLA

  

IPATH LX RUSSELL 1000 ETN

ROM

  

PROSHARES ULTRA TECHNOLOGY

ROSA

  

IPATH SX RUSSELL 1000 ETN

RRY

  

RYDEX 2X RUSSELL 2000 ETF

RRZ

  

RYDEX INVERSE 2X RUSS 2000

RSU

  

GUGGENHEIM 2X S&P 500 ETF

RSU

  

GUGGENHEIM 2X S&P 500 ETF

RSW

  

GUGGENHEIM INVERSE 2X S&P 50

RSW1

  

GUGGENHEIM INVERSE 2X S&P 50

RTG

  

RYDEX 2X TECHNOLOGY

RTLA

  

IPATH LX RUSSELL 2000 ETN

RTSA

  

IPATH SX RUSSELL 2000 ETN

RTW

  

RYDEX INV 2X TECHNOLOGY

RUSL

  

DIREXION RUSSIA BULL 3X

RUSS

  

DIREXION DLY RUSSIA BEAR 3X

RWXL

  

UBS ETRACS M PY 2XLVG DJ INTL RELES

RXD

  

PROSHARES ULTRASHORT HEALTH

RXL

  

PROSHARES ULTRA HEALTH CARE

SAA

  

PROSHARES ULTRA SMALLCAP600

SBND

  

DB 3X SHORT 25+ YEAR TREAS

SCC

  

PROSHARES ULTRASHORT CONS SV

SCO

  

PROSHARES ULTRASHORT BLOOMBE

SDD

  

PROSHARES ULTRASHORT SC600

SDK

  

PROSHARES ULTSHRT RUS MC GRW

SDOW

  

PROSHARES ULTPRO SHRT DOW30

SDP

  

PROSHARES ULTSHRT UTILITIES

SDS

  

PROSHARES ULTRASHORT S&P500

SDYL

  

ETRACS 2X S&P DVD ETN

SFK

  

PROSHARES ULTSHRT R1000 GRW

SFLA

  

IPATH LX S&P 500 ETN

SFSA

  

IPATH SX S&P 500 ETN

SICK

  

DIREXION DLY HLTHCRE BEAR 3X

SIJ

  

PROSHARES ULTSHRT INDUSTRIAL

SINF

  

PROSHARES ULTRAPRO SHORT 10Y


SJF

  

PROSHARES ULTSHRT R1000 VALU

SJH

  

PROSHARES ULTRASHRT R2000 VA

SJL

  

PROSHARES ULTSHRT MC VALUE

SKF

  

PROSHARES ULTSHRT FINANCIALS

SKK

  

PROSHARES ULTSHRT RUS 2000 G

SMDD

  

PROSHARES ULTPRO SHRT MC400

SMHD

  

ETRACS MON PAY 2X LEV US SM CAP H

SMK

  

PROSHARES ULTRASHORT MSCI ME

SMLL

  

DIREXION DAILY SM CAP BULL 2X

SMN

  

PROSHARES ULTSHRT BASIC MAT

SOXL

  

DIREXION DAILY SEMI BULL 3X

SOXS

  

DIREXION DAILY SEMICON 3X

SPLX

  

ETRACS MNTHLY RESET 2XS&P500

SPUU

  

DIREXION DAILY S&P 500 2X

SPXL

  

DIREXION DAILY S&P 500 BULL

SPXS

  

DIREXION DAILY S&P 500 BEAR

SPXU

  

PROSH ULTRAPRO SHORT S&P 500

SQQQ

  

PROSHARES ULTRAPRO SHORT QQQ

SRS

  

PROSHARES ULTRASHORT RE

SRTY

  

PROSHARES ULTRAPRO SHRT R2K

SSDL

  

ETRACS MONTHLY 2X LEV ISE SSD IND

SSG

  

PROSHARES ULTSHRT SEMICONDUC

SSO

  

PROSHARES ULTRA S&P500

SYTL

  

DIREXION DAILY 7-10 YR TREA BULL 2X

SZK

  

PROSHARES ULTSHRT CONS GOODS

TBT

  

PROSHARES ULTRASHORT 20+Y TR

TBZ

  

PROSHARES ULTRASHORT 3-7 TSY

TECL

  

DIREXION DAILY TECH BULL 3X

TECS

  

DIREXION DAILY TECH BEAR 3X

TLL

  

PROSHARES ULTRASHORT TELECOM

TMF

  

DIREXION DLY 20+Y T BULL 3X

TMV

  

DIREXION DLY 20+Y TR BEAR 3X

TNA

  

DIREXION DLY SM CAP BULL 3X

TPS

  

PROSHARES ULTRASHORT TIPS

TQQQ

  

PROSHARES ULTRAPRO QQQ

TTT

  

PROSHARES ULT -3X 20+ YR TSY

TVIX

  

VELOCITYSHARES 2X VIX SH-TRM

TVIZ

  

VELOCITYSHARES 2X VIX MED-TM

TWM

  

PROSHARES ULTRASHORT R2000

TWQ

  

PROSHARES ULTSHRT RUSS 3000

TYD

  

DIREXION DLY 7-10Y T BULL 3X

TYH

  

DIREXION DAILY TECHNOLOGY BULL3X

TYO

  

DIREXION DLY 7-10Y T BEAR 3X


TYP

  

DIREXION DAILY TECHNOLOGY BEAR3X

TZA

  

DIREXION DLY SM CAP BEAR 3X

UBR

  

PROSHARES ULTRA MSCI BRAZIL

UBT

  

PROSHARES ULTRA 20+ YEAR TSY

UCC

  

PROSHARES ULTRA CONS SERVICE

UCD

  

PROSHARES ULTRA BLOOMBERG CO

UCO

  

PROSHARES ULTRA BLOOMBERG CR

UDNT

  

POWERSHARES DB 3X SHRT USD

UDOW

  

PROSHARES ULTRAPRO DOW30

UGAZ

  

VELOCITYSHARES 3X LG NAT GAS

UGE

  

PROSHARES ULTRA CONSUM GOODS

UGL

  

PROSHARES ULTRA GOLD

UGLD

  

VELOCITYSHARES 3X LONG GOLD

UINF

  

PROSHARES-ULTRAPRO 10 YR TIP

UJB

  

PROSHARES ULTRA HIGH YIELD

UKF

  

PROSHARES ULTRA RUS 1000 GR

UKK

  

PROSHARES ULTRA RUSS 2000 GR

UKW

  

PROSHARES ULTRA RUSS MC GRWT

ULE

  

PROSHARES ULTRA EURO

UMDD

  

PROSHARES ULTRAPRO MIDCAP400

UMX

  

PROSHARES ULTRA MSCI MEXICO

UPRO

  

PROSHARES ULTRAPRO S&P 500

UPV

  

PROSHARES ULTRA FTSE EUROPE

UPW

  

PROSHARES ULTRA UTILITIES

URE

  

PROSHARES ULTRA REAL ESTATE

URR

  

MARKET VECTORS DBLE LNG EURO

URTY

  

PROSHARES ULTRAPRO RUSS2000

USD

  

PROSHARES ULTRA SEMICONDUCT

USLV

  

VELOCITYSHARES 3X LNG SILVER

UST

  

PROSHARES ULTRA 7-10 YEAR TR

UUPT

  

POWERSHARES DB 3X LNG USD

UVG

  

PROSHARES ULTRA RUS 1000 VAL

UVT

  

PROSHARES ULTRA RUSS2000 VAL

UVU

  

PROSHARES ULTRA MID CAP VAL

UVXY

  

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Code of Ethics

 

 

09.30.16

Ultimus Fund Distributors, LLC (“UFD”)

Unified Financial Securities, LLC (“Unified”)

 

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1


CODE OF ETHICS

Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”) addresses conflicts of interest that arise from personal trading activities of the personnel of a principal underwriter to a registered investment company. In particular, Rule 17j-1 prohibits fraudulent, deceptive or manipulative acts by such personnel in connection with their personal transactions in securities held or to be acquired by an investment company. The Rule also requires the principal underwriter to an investment company to adopt a code of ethics containing provisions reasonably necessary to prevent fraudulent, deceptive or manipulative acts and requires certain persons to report their personal securities transactions.

This Code of Ethics (the “Code”) has been adopted by the Managing Directors of Ultimus Fund Distributors, LLC/Unified Financial Securities, LLC (the “Company”). It is based on the principle that the personnel of the Company owe a fiduciary duty to the Funds’ shareholders to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (1) serving their own personal interests ahead of the shareholders, (2) taking advantage of their position, and (3) any actual or potential conflicts of interest.

A copy of this Code and each code of ethics previously in effect for the Company at any time within the past five years, must be maintained in an easily accessible place.

 

I.

Definitions

As used in this Code of Ethics, the following terms shall have the following meanings:

 

  (a)

“Access Person” shall mean any director, officer, employee or registered representative of the Company who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Securities by the Funds, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Funds regarding the purchase or sale of Securities. The Firm defines all employees as Access Persons for purposes of the Code.

 

  (b)

“Beneficial ownership” shall have the same meaning as in Rule 16a-1(a)(2) for the purposes of Section 16 of the Securities Exchange Act of 1934. Generally, a person is considered the beneficial owner of Securities if the person has a pecuniary interest in the Securities and includes Securities held by members of the person’s immediate family sharing the same household, or other persons if, by reason of any contract, understanding, relationship, agreement or other arrangement, the person obtains from such Securities benefits substantially equivalent to those of ownership.

 

  (c)

“Board of Directors” shall mean a board of directors of an incorporated investment company or a board of trustees of an investment company created as a common-law trust.

 

  (d)

“Fund” shall mean an investment company registered under the 1940 Act for which the Company or an affiliate serves as principal underwriter, administrator, fund accountant or transfer agent.

 

  (e)

“Security” shall have the same meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include shares of registered open-end investment companies (other than exchange traded funds and any Funds listed in “Exhibit A,” as amended from time to time); direct obligations of the U.S. Government; banker’s acceptances; bank certificates of deposit; commercial paper; and high-quality short-term debt instruments, including repurchase agreements;

 

2


  (f)

A “Security held or to be acquired by the Funds” shall mean (1) any Security which, within the most recent fifteen (15) days, is or has been held by a Fund or is being or has been considered by a Fund or a Fund’s investment adviser for purchase by such Fund, or (2) any option to purchase or sell, and any Security convertible into or exchangeable for, any such Security.

 

  (g)

“Transaction” shall mean any purchase, sale or any type of acquisition or disposition of securities, including the writing of an option to purchase or sell Securities.

 

II.

Prohibition on Certain Actions & Pre-approval of Certain Investments

The Company and its affiliated persons shall not, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by the Funds:

 

   

Employ any device, scheme or artifice to defraud the Funds;

 

   

Make any untrue statement of a material fact to the Funds or to omit to state a material fact necessary in order to make the statements made to the Funds, in light of the circumstances under which they are made, not misleading;

 

   

Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Funds; or

 

   

Engage in any manipulative practice with respect to the Funds.

Pre-approval of certain investments: Access persons must obtain approval from the Chief Compliance Officer of the Company (the “CCO”) before they directly or indirectly acquire beneficial ownership in any Security in an initial public offering or in a limited offering.

A copy of each request to acquire Securities in an initial public offering or limited offering made by an Access Person and the approval or rejection of the request must be maintained for at least five years, the first two years in an easily accessible place.

 

III.

Initial and Annual Reporting of Holdings

Each Access Person of the Company shall file with the CCO, no later than ten (10) days after he or she becomes an Access Person, an initial holdings report (attached as Exhibit B) listing all Securities beneficially owned by such Access Person as of the date he or she became an Access Person. On an annual basis, each Access Person of the Company shall file with the CCO a holdings report (attached as Exhibit C) listing all Securities beneficially owned by such Access Person; such report must be current as of a date no more than thirty (30) days before the report is submitted. Any such initial or annual report shall set forth the following information:

 

  (1)

the title, number of shares and principal amount of each Security in which the Access Person had any direct or indirect beneficial ownership;

 

  (2)

the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Securities were held for the direct or indirect benefit of such Access Person; and

 

  (3)

the date that the report is submitted by the Access Person.

A copy of each report required to be made by an Access Person pursuant to this Code of Ethics must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.

 

3


IV.

Quarterly Reporting of Securities Transactions

On a quarterly basis, each Access Person must report any transaction during such quarter in a Security in which such Access Person has (or by virtue of the transaction acquires) any direct or indirect Beneficial ownership, as well as any broker, dealer or bank account established during the quarter in which securities are held for the direct or indirect benefit of the Access Person. Each Access Person must submit the Quarterly Transaction Report to the CCO no later than 10 days after the end of each calendar quarter. A Quarterly Transaction Report Form is included as Exhibit D.

In the event that no reportable transactions occurred during the quarter and no securities accounts were opened, the Access Person is still required to submit a Quarterly Transaction Report. The Access Person should note on the report that there were no reportable items during the quarter, and return it, signed and dated.

The CCO may, in his discretion, allow for a filing extension. An extension may be granted for, but is not limited to, situations where the Access Person is out of the office for an extended period of time due to disability, illness or necessary business travel. In addition, the CCO may, in his discretion, exempt any part-time employee of the Company from the requirement to file such quarterly reports if such employee’s functions are solely and exclusively clerical or ministerial.

A record of all persons, currently or within the past five years, who are or were required to make reports under Sections III and IV, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place.

 

V.

Record of Securities Transactions

Each Access Person is required to direct his/her broker(s) to supply to the CCO, on a timely basis, duplicate copies of confirmations of all transactions in, and periodic statements for all accounts holding securities in which such Access Person has (or by virtue of any transaction acquires) any direct or indirect Beneficial ownership.

 

VI.

Exemptions from Reporting Requirements

The Code as adopted by the Company does not require an Access Person to submit:

 

   

Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

 

   

A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the firm holds in its records so long the confirmations or statements are received no later than 30 days after the end of the applicable calendar quarter.

 

   

A transaction report with respect to transactions effected pursuant to an automatic investment plan; and

 

   

Any report with respect to contributions to, and holdings in, the Ultimus Fund Solutions, LLC Retirement & Profit Sharing Plan to purchase shares of the Funds, and holdings of shares of the Funds within such Plan.

 

4


If an Access Person believes that he/she should be exempt from the disclosure requirements with respect to any securities account in which he/she has a direct or indirect beneficial interest (for example, if the Access Person has no direct or indirect control over the disposition of a particular account), a written request for an exemption must be submitted to the CCO. Based on the specific facts and circumstances, the CCO will either approve or reject the request for exception and will notify the Access Person of that determination in writing. The CCO will retain copies of all such requests and the responses to those requests.

 

VII.

Disclaimer of Beneficial Ownership

Any person may include, in any report required under Sections III or IV, a disclaimer as to the beneficial ownership in any securities covered by the report.

 

VIII.

Sanctions

If any person violates any provisions set forth in this Code of Ethics, the CCO shall impose such sanctions as he deems appropriate including, but not limited to, a letter of censure or termination of employment, censure, fines, freezing of one’s personal account or Securities in that account for a specified time frame.

A record of any violation of the Company’s Code of Ethics, and any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.

 

IX.

Reporting to Board of Directors

At least once each year, the CCO shall provide the Board of Directors of each Fund with a written report that (1) describes issues that arose during the previous year under this Code of Ethics including, but not limited to, information about material violations and sanctions imposed in response to those material violations, and (2) certifies to the Board of Directors that the Company has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code of Ethics.

A copy of each report required to be made by the CCO to the Board of Directors of each Fund must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.

 

X.

Notification of Reporting Obligation

The CCO shall identify all persons who are required to make the reports required and shall inform those persons of their reporting obligation.

A record of all persons, currently or within the past five years, who are or were required to make reports, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place.

 

5


XI.

Certification

The Company will provide all Access Persons with a copy of this Code. Each person must acknowledge, initially and annually, that they have received, read, understand, and agree to comply with the requirements of this Code as they relate to their conduct generally, their personal securities transactions, and potential conflicts of interest. As the Company periodically amends provisions of this Code, copies of the amended Code will be provided to all Access Persons and they will be required to again acknowledge that they have received, read, understand, and agree to comply with the requirements set forth in those amendments.

The Code is approved effective September 30, 2016 for the Company.

 

6


Exhibit A

Last updated January 1, 2019

Registered Investment Companies

Subject to the Requirements of the Code of Ethics

ULTIMUS FUND DISTRIBUTORS, LLC

Open-End Investment Companies

Closed-End Investment Companies

UNIFIED FINANCIAL SECURITIES, LLC

Open-End Investment Companies

Closed-End Investment Companies

 

7


Exhibit B

Initial Holdings Report

[Date]

 

 

Name (please print)

INSTRUCTIONS: Record holdings, as of [Date], in all Securities which are not specifically exempted by the Code of Ethics in which you had any direct or indirect beneficial ownership. This form must be returned by [Date].

 

Title of Security

   Number of Shares/ Principal
Amount

Please disclose below any account in which any Securities are held for your direct or indirect benefit, as of [Date].

 

Account Registration

   Broker / Dealer / Bank    Account Number

By signing below, I certify that the Securities and accounts listed above comprise all Securities and accounts in which I had any direct or indirect beneficial ownership as of the date listed above. I agree to promptly notify the CCO if any such accounts are opened. I also agree to submit an initial holdings report to the CCO within 10 days of such opening.

 

 

   

 

Signature of Access Person     Approved

 

   

 

Date of Filing     Date Approved

 

8


Exhibit C

Annual Holdings Report

[Date]

 

 

Name (please print)

INSTRUCTIONS: Record holdings, as of [Date], in all Securities which are not specifically exempted by the Code of Ethics in which you had any direct or indirect beneficial ownership. This form must be returned by [Date].

 

Title of Security

   Number of Shares/ Principal
Amount

Please disclose below any account in which any Securities are held for your direct or indirect benefit, as of [Date].

 

Account Registration

   Broker / Dealer / Bank    Account Number

By signing below, I certify that the Securities and accounts listed above comprise all Securities and accounts in which I had any direct or indirect beneficial ownership as of the date listed above. I agree to promptly notify the CCO if any such accounts are opened. I also agree to submit an initial holdings report to the CCO within 10 days of such opening.

 

 

   

 

Signature of Access Person     Approved

 

   

 

Date of Filing     Date Approved

 

9


Exhibit D

Quarterly Transaction Report Form

 

 

   

 

Name (please print)     Quarter Ending

INSTRUCTIONS: Record all applicable security transactions which are not specifically excepted by the Code of Ethics. To indicate no transactions, the word “NONE” must appear. This form must be returned within 10 calendar days after the close of each quarter.

 

Date

   Purchase/Sale/Other    Number of Shares/
Principal Amount
   Title of Security    Price    Broker/Dealer/Bank

Please disclose below any securities account over which you have a beneficial interest and which was established during the quarter covered by this report.

 

Account Registration

   Broker/Dealer/Bank    Account No.    Date Established

I acknowledge that the transactions listed above comprise all transactions executed in accounts in which I have a beneficial interest.

 

 

   

 

Signature of Access Person     Approved

 

   

 

Date of Filing     Date Approved

 

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Fort Washington Investment Advisors, Inc. 2019 Code of Ethics Adopted February 1, 2013 Revised April 1, 2019


Table of Contents

 

Section I - Statement of General Policy, Definitions of Terms, & Standards of Business Conduct

     4  

Statement of General Policy

     4  

Standards of Business Conduct

     5  

Section II – Personal Securities Transactions

     7  

Definition of Who is Covered by this Code

     7  

Definition of Personal Securities Accounts (Reportable Accounts and Covered Securities Covered by this Code)

     7  

Managed Accounts

     8  

Non-Reportable Accounts and Securities

     9  

Pre-clearance Requirements for Supervised Persons

     9  

Pre-clearance Requirements for Access Persons

     9  

Prohibited Transactions for Supervised Persons

     10  

Generally Prohibited Transactions applicable to Access Persons

     11  

Three-Day Blackout Period

     11  

30-Day Holding Period

     11  

Miscellaneous Restrictions

     11  

Designated Broker

     12  

Reporting Requirements

     13  

Initial Holding Report

     13  

Quarterly Transactions Certification

     13  

Annual Holdings Certification

     14  

Periodic Transactions and Account Reporting

     14  

Monitoring and Review of Personal Securities Transactions

     14  

Section III – Other Potential Conflicts of Interest

     15  

Confidentiality

     15  

Gifts

     15  

General Policy

     16  

Reporting Requirements

     16  

Political Contributions

     16  

Outside Business Activities

     17  

 

2


Section IV – Compliance with the Code of Ethics

     18  

Compliance with Applicable Laws

     18  

Investigating Violations of the Code

     18  

Sanctions

     18  

Exception to the Code

     19  

“Whistleblower” Provision

     19  

Reporting Potential Misconduct

     20  

Responsibility of the Whistleblower

     20  

Handling of Reported Improper Activity

     20  

No Retaliation Policy

     21  

Reporting Violations and Sanctions

     21  

Annual Review

     21  

Recordkeeping Requirements

     22  

Appendix

     23  

Glossary of Terms

     24  

 

3


Section I - Statement of General Policy, Definitions of Terms, & Standards of Business Conduct

Statement of General Policy

This Code of Ethics (“Code”) has been adopted by Fort Washington Investment Advisors, Inc. (“Fort Washington” or the “Firm”) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940.

This Code establishes rules of conduct for all Supervised Persons (defined in Section II) of Fort Washington and is designed to, among other things, govern personal securities trading activities in the accounts of Supervised Persons, their immediate family/household accounts, and accounts in which a Supervised Person may have a beneficial interest. The Code is based upon the principle that Fort Washington and its Supervised Persons owe a fiduciary duty to Fort Washington’s clients to conduct their 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 positions with the Firm and (iii) any actual or potential conflicts of interest or any abuse of their positions of trust and responsibility.

The Code is designed to ensure that the high ethical standards long maintained by Fort Washington continue to be applied. The purpose of the Code is to preclude activities which 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 our Firm continues to be a direct reflection of the conduct of each Supervised Person.

Pursuant to Section 206 of the Advisers Act, both Fort Washington 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 Fort Washington has an affirmative duty of utmost good faith to act solely in the best interest of its clients.

Fort Washington has adopted the following principles governing personal investment activities by our Supervised Persons:

 

   

The interests of client accounts will at all times be placed first.

 

   

All personal securities transactions will be conducted in such manner 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.

In meeting its fiduciary responsibilities to its clients, Fort Washington expects every Supervised Person to demonstrate the highest standards of ethical conduct for continued association and/or employment with Fort Washington. Strict compliance with the provisions of the Code shall be considered a basic condition of association and/or

 

4


employment with Fort Washington. Fort Washington’s reputation for fair and honest dealing with its clients has taken considerable time to build. This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients.

Supervised Persons are urged to seek the advice of the Chief Compliance Officer, for any questions about the Code or the application of the Code to their individual circumstances. Supervised Persons should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including, but not limited to, termination of association or employment with Fort Washington. The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for Supervised Persons of Fort Washington in their conduct. In those situations where a Supervised Person may be uncertain as to the intent or purpose of the Code, he or she is advised to consult with the Chief Compliance Officer. The Chief Compliance Officer may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised and such exception is otherwise permissible under applicable law.

 

All conflicts and/or 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.

Recognizing the importance of maintaining the Firm’s reputation and consistent with our fundamental principles of honesty, integrity, and professionalism, the Firm requires that a Supervised Person inform the Chief Compliance Officer immediately if he or she becomes involved in or threatened with litigation or an administrative investigation or legal proceeding of any kind. Fort Washington will maintain such information on a confidential basis.

The Chief Compliance Officer will periodically report to Fort Washington’s Senior Management and Board of Directors on administration of the Code.

 

Please note that a Glossary of Terms used is contained in the Appendix.

All Supervised Persons shall be provided with a copy of the Code (and any amendments thereto) and all Supervised Persons shall provide the Chief Compliance Officer with acknowledgement of their receipt of such; within ten (10) days of becoming a Supervised Person and annually thereafter.

Standards of Business Conduct

Fort Washington places the highest priority on maintaining its reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in our Firm and its Supervised Persons by our clients is something we value and endeavor to protect. The following Standards of Business Conduct set forth policies and

 

5


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 Fort Washington’s Insider Trading Policy, incorporated herein by reference and a copy of which has been previously provided to you. Adding on to such policies and procedures, the Code sets forth policies and procedures with respect to personal securities transactions of all Fort Washington’s Supervised Persons.

 

These procedures cover transactions in a covered security in which a Supervised Person has a beneficial interest in or reportable accounts over which the Supervised Person exercises control as well as transactions by members of the Supervised Person’s immediate family and/or household.

Section 206 of the Advisers Act makes it unlawful for Fort Washington or its agents or Supervised Persons to employ any device, scheme, or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive, or manipulative practices. This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act, and rules hereunder.

In addition, an Access Person is presumed to have a Beneficial Interest in any Security in which a member of the Access Person’s Immediate Family has a Beneficial Interest if the Immediate Family member resides in the same household as the Access Person. This presumption may be rebutted if the Access Person is able to provide the Chief Compliance Officer or her designated Compliance Officer with satisfactory assurances that the Access Person has no material Beneficial Interest in the Security and exercises no control over investment decisions made regarding the Security.

 

The provisions of this Code are not all-inclusive but rather are intended as a guide for associates and employees of Fort Washington in their conduct. Because no set of rules can anticipate every possible situation, it is essential that associates follow these rules not just in letter, but in spirit as well.

 

6


Section II – Personal Securities Transactions

Definition of Who is Covered by this Code

All officers, directors, employees, as well as certain designated temporary employees and consultants of Fort Washington are Supervised Persons under the Code. However, there is a subset classification of Supervised Persons (i.e., Access Persons) that are subject to additional restrictions regarding their personal investment activities.

You are a Supervised Person if you are one of the following:

 

   

A director of Fort Washington,

 

   

An officer of Fort Washington,

 

   

A general partner of a partnership of which Fort Washington is a partner,

 

   

An employee, or

 

   

A consultant, LDP, or intern.*

 

*

Any members of this group, depending on length of service and activities conducted, may be deemed an Access Person.

You are an Access Person if you:

 

   

Have access to nonpublic information regarding any client’s purchase or sale of securities,

 

   

Have nonpublic information regarding the portfolio holdings of the assets under management by Fort Washington,

 

   

Are involved in making securities recommendations to clients, or have access to such recommendations that are nonpublic, or

 

   

Are an employee of Fort Washington.

As a Supervised Person, you are subject to the Personal Securities Transactions policies of this Code. Should you have questions regarding the requirements of the Code, you have an affirmative duty to contact the Chief Compliance Officer.

Definition of Personal Securities Accounts (Reportable Accounts and Securities Covered by this Code)

Reportable accounts are personal securities accounts in which transactions in covered securities and reportable funds may be executed including:

 

   

Your personal securities accounts and any accounts of immediate family members (as defined below) including any relative by blood, adoption, or marriage and who is either under age 18 or is supported financially by you living in your household.

 

   

Any securities account that is owned jointly with others or in which you have a direct or indirect beneficial interest (such as a trust).

 

   

Any account in which you have investment decision making authority (for example, you act as trustee, executor or guardian).

 

7


   

Any account managed or advised by another company. Supervised Persons are required to disclose all managed accounts to Compliance, but are not required to report transactions and holdings in managed accounts.

 

   

Any account holding covered securities including retirement accounts. Covered securities include, all traditional securities, ETFs, and any right to acquire such security such as puts, calls, other options or rights in such securities, securities-based futures contracts or currency, excluding those detailed in the Non-Reportable Transactions and Accounts section below.

 

   

Any account holding reportable funds including retirement accounts. Reportable funds include funds in which we serve as an investment adviser or sub-adviser or whose investment adviser or principal underwriter controls or is under common control with Fort Washington (i.e. Touchstone Funds)

 

   

Holdings of covered securities that are not held in an account you are disclosing such as certificate shares, private placements, or interests in an LLC or partnership, excluding securities detailed in the Non-Reportable Transactions and Accounts section below.

 

   

Cryptocurrency accounts, wallets, and other similar products.

Immediate family member definition:

Your spouse, or a domestic partner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adoption, or marriage:

 

   

Children, stepchildren, and grandchildren

 

   

Parents, step-parents, and grandparents

 

   

Siblings and step-siblings

 

   

Parents-, children-, or siblings-in-law

Managed Accounts

Supervised persons are required to disclose all managed accounts, including accounts in which you have no direct or indirect influence or control, to Compliance, but are not required to report any transactions or holdings in those accounts. The Compliance Department can at any time request both the Supervised Person and their trustee, adviser, or broker who has discretion of the managed account to complete a certification and/or provide copies of statements and confirmations related to the managed account. An account is considered a Managed Account if it meets the following criteria:

 

   

It is managed by a registered investment advisor (including Fort Washington) and/or a third party

 

   

The Supervised Person has no power to affect or ability to control or influence investment decisions in the account

 

   

The Supervised Person does not communicate (directly or indirectly) with the person(s) with investment discretion regarding the trading activity in the account

 

8


If you are uncertain whether an account is reportable, you should contact the Chief Compliance Officer.

Non-Reportable Accounts and Securities

A Supervised Person does not have to report transactions and accounts involving the following securities or accounts:

 

   

Direct obligations of the government of the United States

 

   

Bankers’ acceptances

 

   

Bank certificates of deposit

 

   

Commercial paper

 

   

High quality short-term debt instruments including repurchase agreements

 

   

Purchases or sale of securities under a dividend reinvestment plan

 

   

Shares and accounts holding shares issued by open-end funds that are not advised or sub-advised by Fort Washington or any entity under common control with Fort Washington

 

   

A transaction based on corporate actions (i.e. stock splits, spin offs, reverse stock splits, mergers, consolidations, etc.) or distributions generally applicable to all holders of the same class of Securities

 

   

Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised, sub-advised or principally underwritten by an entity under common control with Fort Washington

 

   

Systematic Investment Plans as defined as a prescribed investment (excluding investments in reportable funds) that will be made automatically on a regular, pre-determined basis without affirmative action by the Supervised Person (e.g. dividend reinvestment programs, automatic investment plans, a payroll deduction plan or program (including, but not limited to, automatic payroll deduction plans or programs and 401(k) plans or programs, an employee stock purchase plan or program, etc.)

 

   

Transactions and holdings within managed accounts. Supervised Persons are required to disclose all managed accounts to Compliance, but are not required to report transactions and holdings.

Pre-Clearance Requirements for Supervised Persons

All Supervised Persons are to obtain authorization (pre-clearance) from the Chief Compliance Officer before acquiring a beneficial interest in private funds or limited offerings, initial public offerings (IPO) and initial coin offerings (ICO).

The Chief Compliance Officer must consider whether an investment opportunity should be reserved for a client and whether the opportunity is being offered to the person by virtue of the person’s position as an Access or Supervised Person.

Pre-Clearance Requirements for Access Persons

All Access Persons must pre-clear any of the following transactions:

 

   

All equity trades including options

 

   

All future trades

 

   

All currency trades

 

   

All bond trades (excluding non-reportable bonds-see above)

 

   

All closed-end Registered Funds (“mutual funds”) trades

 

9


Other securities (opened-end mutual funds, money market instruments, CD’s, commercial paper, unit investment trusts, DRIPs, U.S. Treasury obligations and corporate actions that occur without the input of the Access Person) do not require preclearance.

Pre-clearance can be accomplished in two ways: through the Schwab Compliance Technologies system (SCT) (http://schwabct.com) or in limited situations, paper form obtained from the Compliance Department.

Generally the Chief Compliance Officer will approve a transaction only if the transaction is unlikely to result in any of the abuses described in the Investment Company Act Rule 17j-1 and the Investment Advisers Act Rule 204A-1.

 

Rules of pre-clearance:

 

   

You have to apply for pre-clearance on the same calendar day in which you want to trade and prior to placing the trade.

 

   

Pre-clearance approval is only good for one day. If you don’t trade on the day you were granted approval, it expires.

 

   

Place day orders only. Good-till-cancelled orders are not permitted.

 

   

Standard trading hours are from 9:30 a.m. to 4:00 p.m. Eastern Standard Time. If you place your trade after 4:00 p.m., the order will be executed the next day in violation of this rule.

The Chief Compliance Officer may refuse to authorize a securities transaction for a reason that is confidential. The Chief Compliance Officer is not required to give an explanation for refusing to authorize a securities transaction.

Prohibited Transactions for Supervised and Access Persons

The following securities transactions are prohibited and will not be authorized under any circumstances:

Inside Information. Any transaction in a security by an individual who possesses material nonpublic information regarding the security or the issuer of the security.

Market Manipulation. Transactions intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading.

 

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Generally Prohibited Transactions Applicable to Access Persons

Three-Day Blackout Period

If Fort Washington, on behalf of a client, has executed a trade in a security, an Access Person may not purchase or sell the security or an equivalent security within three trading days before or after that client’s trade. Those securities that are exempt from the Three-Day Blackout Period are the following:

 

   

1000 or fewer shares in the aggregate within a five-day period of an equity security with a market cap of $4 billion or more

 

   

Bonds with $10,000 or less par value and short term (maturity within one (1) to three (3) years) bonds.

 

   

Closed-end Mutual Funds

 

   

ETF’s

 

NOTE: At the discretion of the Chief Compliance Officer in determining whether there has been a violation of the Three-Day Blackout Period, consideration will be given to whether the Access Person knew or had reason to have known of client account transactions. An Access Person who pre-clears, receives approval, trades in a Security, and had no knowledge about the client transaction in the same Security, may be found to have not violated the Three-Day Blackout Period upon determination by the Chief Compliance Officer.

30-Day Holding Period

Fort Washington strongly discourages short-term trading activity and therefore requires a minimum 30-day holding period. Sale of a non-exempt security (or a covered security) within 30 days of a purchase of the non-exempt security is a violation of this Code. Of course, Access Persons must place the interests of the clients first; they may not avoid or delay purchasing or selling a security for a client in order to profit personally. If a circumstance arises where an Access Person has a loss or a gain of 25% or greater during the 30-day holding period, then they may sell the security after obtaining pre-clearance from the Chief Compliance Officer.

 

An equivalent security means any security issued by the same entity as the issuer of a security, including options, rights, stock appreciation rights, warrants, preferred stock, restricted stock, phantom stock, bonds, and other obligations of that company or security otherwise convertible into that security. Options on securities are included even if the Options Clearing Corporation or a similar entity issues them.

Miscellaneous Restrictions

Short Sales and Market-timing. Short sales and market-timing are generally considered a prohibited transactions. Access Persons are required to hold the security and in the case of option trading, the underlying security, for thirty (30) days.

Limit Orders. Access Persons are prohibited from placing a “good until cancelled” order or any limit order other than a “same-day” limit order due to the potential conflict with client transactions causing a violation of the three-day blackout period.

 

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Restricted Stock List. Trading of the securities on Fort Washington’s restricted stock list is strictly prohibited. The restricted stock list is provided to all Access and Supervised Persons. The List is maintained within SCT.

Others. Any other transaction deemed by the Chief Compliance Officer to involve a conflict of interest, possible diversion of a client’s opportunity, or an appearance of impropriety is subject to restriction.

Designated Broker

To assist in the administration of the Code, all Access Persons must maintain their personal brokerage accounts (which they are deemed to have Beneficial Ownership) with one of the following Designated Brokers:

 

   

Ameriprise

 

   

Charles Schwab

 

   

Chase Investment

 

   

Edward Jones

 

   

E*Trade

 

   

Fidelity

 

   

Goldman Sachs

 

   

Interactive Brokers

 

   

JP Morgan Private Wealth

 

   

Merrill Lynch

 

   

Morgan Stanley Smith Barney

 

   

Pershing Advisor Solutions

 

   

Raymond James Financial Services

 

   

Scottrade

 

   

Stifel Nicolaus

 

   

TD Ameritrade

 

   

T. Rowe Price

 

   

UBS

 

   

Vanguard

 

   

Wells Fargo

With the approval of the Chief Compliance Officer, Supervised Persons can keep a brokerage account at a broker-dealer other than those listed above if any of the following applies:

 

   

It contains only securities that cannot be transferred.

 

   

It exists solely for products or services that are not provided by any of the designated brokers

 

   

It exists solely because your spouse’s employer also prohibits external covered accounts

 

   

It is managed by a registered investment adviser with discretionary trading authority

 

   

It is a 529 College Savings Plan

 

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It is associated with an ESOP (employee stock option plan) or an ESPP (employee stock purchase plan) in which a related covered person is the participant

 

   

It is required by a trust agreement

 

   

It is associated with an estate for which you serve as an executor, but not a beneficiary, and your involvement with the account is temporary

 

Supervised Persons are required to initiate the transfer of their brokerage account(s) to a Designated Broker within 30-days of becoming a Supervised Person.

Reporting Requirements

Initial Holding Report

Supervised Persons within 10 days of becoming a Supervised Person must submit an Initial Holdings Report containing information about their personal account holdings. The Holdings Report must include the following information:

 

   

Account title and account number holding the security

 

   

List of securities, including cusip number and symbol/ticker

 

   

Number of shares or principal amount of each covered security

 

   

Name of the broker/dealer holding the security

 

   

Information contained in the report must be current as of no more than 45 days prior to becoming an Supervised Person

Supervised Persons may attach account statements rather than listing individual holdings and accounts if the account statements include all of the information stated above.

If you have no reportable holdings or accounts, you must submit the Initial Holdings Report to the Compliance Department by the required due date. Any temporary workers, consultants, independent contractors or certain employees of affiliates who will be working with Fort Washington for longer than 6 months will be required to report under the Code.

Quarterly Transactions Certification

Within 30 calendar days of the end of each calendar quarter, Supervised Persons must submit a Quarterly Transaction Certification to the Chief Compliance Officer containing the following information:

 

   

Every covered security transaction executed during the quarter.*

 

   

Every reportable account, including newly established accounts in which the supervised person has a beneficial interest.

 

*

If your transaction(s) has not been captured by SCT or duplicate confirms and statements have not been sent to Compliance, you are required to provide the following for transactions made during the quarter:

 

   

Date of trade

 

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Name of security (Ticker/Symbol) or cusip number and description

 

   

Sell or Buy transaction

 

   

Number of shares or principal amount

 

   

Price

 

   

Account number and broker/dealer

If you have no reportable transactions you must still submit a certification to the Chief Compliance Officer no later than 30 calendar days after the end of the calendar quarter.

Annual Holdings Certification

Each Supervised Person must submit to the Chief Compliance Officer an Annual Holdings Certification no later than 45 days after year end. The information included in the Annual Holdings Certification must reflect the Supervised Person’s holdings in reportable securities and reportable accounts as of December 31st of the preceding year.

If you have no reportable holdings you must still submit a certification to the Chief Compliance Officer no later than 45 calendar days after year end.

Periodic Transactions and Account Reporting

If a Supervised Person opens an account at a broker, dealer, bank, or mutual fund that Fort Washington advises or sub-advises, that has not previously been disclosed, the Supervised Person must immediately notify the Chief Compliance Officer of the existence of the account and make arrangements to comply with the reporting requirements.

 

It is the responsibility of the Supervised Person to arrange for Compliance to receive duplicate statements and confirms. Compliance will assist in providing you with a “407” Letter (request for duplicate statements and confirms) but it is your responsibility to see that your financial institution follows through with the request.

Monitoring and Review of Personal Securities Transactions

The Chief Compliance Officer will monitor and review all reports required under the Code for compliance with Fort Washington’s policies regarding personal securities transactions and applicable SEC rules and regulations. The Chief Compliance Officer 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 undertaken by Fort Washington.

 

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Section III – Other Potential Conflicts of Interest

If any Supervised Person is aware of a personal interest that is, or might be, in conflict (actual or potential) with the interest of any client, that Supervised Person must disclose the situation or transaction and the nature of the conflict to the Chief Compliance Officer for appropriate consideration. In addition, no Supervised Person may use knowledge about pending or contemplated securities transactions for clients to directly or indirectly profit personally. Without limiting the foregoing, Supervised Persons who are planning to invest in or make a recommendation to invest in a security, and who have a material interest in the security or a related security, must first disclose such interest to the Chief Compliance Officer. The Chief Compliance Officer shall conduct an independent review of the recommendation to purchase the security for clients and written evidence of such review shall be maintained. Supervised Persons shall not fail to timely recommend a suitable security to, or purchase or sell a suitable security for, a client in order to avoid an actual or apparent conflict with a personal transaction in a security.

Confidentiality

Supervised Persons are prohibited from revealing specific information relating to the investment intentions, activities or portfolios, except to persons whose responsibilities require knowledge of the information or as necessary to service client accounts. It is paramount that independence in the investment decision-making process be maintained.

As a matter of firm policy, Fort Washington restricts the dissemination of client information and will not publish, provide, or distribute non-public client information to third parties, except as required or permitted by law or as expressly permitted/directed by such client. Nonpublic client information includes, but is not limited to, individual account holdings, transactions, balances, name, address, social security number, or other financial or personally identifying information.

Fort Washington has adopted a Privacy Policy, incorporated herein by reference and a copy of which has been previously provided to you. Compliance with the provisions of Fort Washington’s Privacy Policy is required.

Gifts

Giving, receiving, or soliciting gifts may create an appearance of impropriety or may raise a potential conflict of interest. Fort Washington has adopted the policies set forth below to guide Supervised Persons in this area.

 

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General Policy

Fort Washington’s policy with respect to gifts and entertainment is as follows:

 

   

Supervised Persons cannot accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving Fort Washington, or that others might reasonably believe would influence those decisions;

 

   

Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed.

Reporting Requirements

 

   

Gifts and/or entertainment, given to, or received from any person or entity doing business with or on behalf of Fort Washington, must be reported to Compliance via SCT.

 

   

Gifts in excess of $100, whether individual or in aggregate must be pre-cleared via SCT and pre-approved by the President & CEO and the Compliance department.

 

   

Dining is excluded if the employee is accompanied by the person or representative of the entity that conducts business with Fort Washington. This provision does not apply to ERISA/Pension Plans.

 

   

Gifts and entertainment expenses to a foreign political party or official are not permitted.

 

   

Cash and cash equivalents (i.e. loans) may not be offered or received at any time.

 

   

Employees are required to complete the annual gifts and entertainment certification using SCT; certifying compliance with the Firm’s policy.

 

   

Corporate sponsorships are required to be approved by the President & CEO.

 

   

Corporate Sponsorship payments must always be made directly to the organization sponsoring the event, the event planner, or the facility where the event is being held.

 

   

Periodic audits are conducted to review compliance with the stated policy, including audits of expense reports, gift logs, and corporate sponsorships.

 

Reporting of a gift does not relieve any Access 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, please consult the Chief Compliance Officer.

Political Contributions

Fort Washington is very much aware of the potential conflicts of interest when government officials or political candidates request political contributions from investment managers. For this reason, neither Fort Washington nor any of its Supervised Persons may engage either directly or indirectly in any “pay to play”

 

16


activities. Pay to play means the conduct of making political campaign contributions to, and soliciting political campaign contributions for, public officials in return for being considered eligible by public agencies to perform professional services or in an effort to retain clients. Pay to play activities are a violation of this Code with no exceptions. In order to ensure compliance with SEC Rule 206(4)-5 under the Investment Advisors Act of 1940 and to avoid the appearance of any “pay to play” practices on its part, Fort Washington has adopted a Political Contributions Policy, incorporated herein by reference and a copy of which has been previously provided to you. Compliance with the provisions of Fort Washington’s Political Contributions Policy is required.

Outside Business Activities

Fort Washington Access Persons may not engage in outside business activities or serve on the boards of non-affiliated companies without prior approval from the Chairman, President and Chief Executive Officer of Western & Southern Financial Group, Chief Executive Officer and President of Fort Washington and Chief Compliance Officer of Fort Washington. Access Persons must submit the Outside Business Activities Form on SCT and receive confirmation of approval from the Compliance Department prior to accepting any board positions or engaging in outside business activities.

 

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Section IV – Compliance with the Code of Ethics

Compliance with Applicable Laws

As a Supervised Person of Fort Washington, you must comply with all applicable Federal Securities Laws. Furthermore, you are expected not to engage in any of the following acts:

 

   

Employ any device, scheme or artifice to defraud

 

   

Make any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statement not misleading

 

   

Engage in any act, practice or course of business that operates or would operate as a fraud or deceit

 

   

Engage in any manipulative practice

 

   

Engage in any manipulative practice with respect to securities including price manipulation

You are expected to comply with all of Fort Washington’s policies and procedures including but not limited to those related to the use of non-public information, the voting of proxies, and the execution of trades on behalf of a client.

Investigating Violations of the Code

The Chief Compliance Officer is responsible for investigating and reporting any reportable violations of the Code to Senior Management and to the Board of Directors. Whenever the Chief Compliance Officer or designee determines that a breach of this Code has occurred that merits remedial action, they will report to the Board of Directors information relating to the investigation of the violations any sanctions imposed.

Sanctions

If the President & CEO, Chief Compliance Officer, and Senior Management of Fort Washington determine that you have committed a violation of the Code, they may impose sanctions and take other actions as they deem appropriate, including:

 

   

Letter of caution or warning

 

   

Monetary fine

 

   

Suspension of personal trading rights

 

   

Suspension of employment (with or without compensation)

 

   

Termination of the employment of the violator for cause

After discussions with the appropriate officers of Fort Washington, the Chief Compliance Officer may also require any person who is found to have violated this Code, to reverse the transaction in question and forfeit any profit or absorb any loss, associated or derived as a result. The amount of profit shall be calculated by the President & CEO, the Chief Compliance Officer and/or Senior Management of Fort Washington and shall be forwarded to a charitable organization selected by Senior Management of Fort Washington.

 

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Finally, violations and suspected violations of criminal laws will be reported to the appropriate authorities as required by applicable laws and regulations. No member of the Compliance Department may review his or her own transactions.

Generally, Fort Washington’s guidelines for violations occurring during a single calendar year will be:

 

   

1st Violation: Written warning and counseling

 

   

2nd Violation: $50 fine to be donated to a charity determined by Management

 

   

3rd Violation: 60-day restriction of all personal trading privileges

 

   

4th Violation: Potential termination of employment with Fort Washington

The above sanctions are merely guidelines and Fort Washington maintains the right to impose any sanctions, in any order, it deems appropriate to the violation.

Exception to the Code

Although exceptions to the Code will rarely, if ever, be granted, the Chief Compliance Officer may grant exceptions to the requirements of the Code on a case-by-case basis upon finding that the proposed conduct involves no harm to clients or Fort Washington, complies with all legal obligations, and otherwise presents no material opportunity for abuse.

“Whistleblower” Provision

As articulated in this Code’s Statement of General Policy and Standards of Business Conduct, central to our firm’s compliance culture is an ingrained commitment to fiduciary principles. The policies and procedures set forth here and in our Compliance Manual, and their consistent implementation by all Supervised Persons of Fort Washington evidence the Firm’s unwavering intent to place the interests of clients ahead of self- interest for Fort Washington, its management and Supervised Persons.

Every employee has a responsibility for knowing and following the Firm’s policies and procedures. Every person in a supervisory role is also responsible for those individuals under his/her supervision. The Firm’s President & CEO or a similarly designated officer, has overall supervisory responsibility for the Firm.

Recognizing our shared commitment to our clients, all employees are required to conduct themselves with the utmost loyalty and integrity in their dealings with clients, customers, stakeholders, and each other. Improper conduct on the part of any employee puts the Firm and its personnel at risk. Therefore, while managers and senior management ultimately have supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to report their concerns about potentially illegal conduct as well as violations of this Code and all other Fort Washington policies.

 

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Reporting Potential Misconduct

To ensure consistent implementation of such practices, it is imperative that Supervised Persons have the opportunity to report any concerns or suspicions of improper activity at the Firm (whether by a Supervised Person or other party) confidentially and without retaliation.

Fort Washington’s Whistleblower Policy covers the treatment of all concerns relating to suspected illegal activity or potential misconduct.

Supervised Persons may report potential misconduct by to the Chief Compliance Officer. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Reports may be submitted anonymously. In addition, should the Chief Compliance Officer or their designee be involved in the violation or unreachable, you may report a violation to the President & CEO of Fort Washington, the Legal Department, or to the Chief Compliance Officer of Western & Southern Financial Group. Additional reporting avenues are:

 

   

Schwab Compliance Technologies (SCT)

 

   

Western & Southern Financial Group

 

   

Telephone: 1.800.805.7270

 

   

Online: https://www.compliance-helpline.com/EthicsinAction.jsp

 

   

Securities Exchange Commission (SEC)

 

   

Online: https://www.sec.gov/whistleblower/submit-a-tip

Responsibility of the Whistleblower

A person must be acting in good faith in reporting a complaint or concern under this policy and must have reasonable grounds for believing a deliberate misrepresentation has been made regarding accounting or audit matters or a breach of this Code. A malicious allegation known to be false is considered a serious offense and will be subject to disciplinary action that may include termination of employment.

Handling of Reported Improper Activity

The Firm will take seriously any report regarding a potential violation of Firm policy or other improper or illegal activity, and recognizes the importance of keeping the identity of the reporting person from being widely known. Supervised Persons are to be assured that the Firm will appropriately manage all such reported concerns or suspicions of improper activity in a timely and professional manner, confidentially, and without retaliation.

In order to protect the confidentiality of the individual submitting such a report and to enable Fort Washington to conduct a comprehensive investigation of reported misconduct, Supervised Persons should understand that those individuals responsible for conducting any investigation are generally precluded from communicating information pertaining to the scope and/or status of such reviews.

 

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No Retaliation Policy

It is the Firm’s policy that no Supervised Person who submits a complaint made in good faith will experience retaliation, harassment, or unfavorable or adverse employment consequences. A Supervised Person who retaliates against a person reporting a complaint will be subject to disciplinary action, which may include termination of employment. A Supervised Person who believes she or he has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action to the Chief Compliance Officer or to the President & CEO, or to the Chief Compliance Officer of Western and Southern, or to the Legal Department should the concern pertains to the Chief Compliance Officer.

Reporting Violations and Sanctions

All Supervised Persons shall promptly report to the Chief Compliance Officer all apparent or potential violations of the Code. Any retaliation for the reporting of a violation under this Code will constitute a violation of the Code.

The Chief Compliance Officer shall promptly report to senior management all apparent material violations of the Code. When the Chief Compliance Officer finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.

Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed. Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employee’s employment with the Firm.

Annual Review

The Chief Compliance Officer will review the Code at least once a year in light of legal and business developments and experience in implementing the Code, and will report to the Board of Directors:

 

   

Summarizing existing procedures concerning personal investing and any changes in the procedures made during the past year;

 

   

Identifying any violation requiring significant remedial action during the past year; and

 

   

Identifying any recommended changes in existing restrictions or procedures based on its experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

 

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Recordkeeping Requirements

The Compliance Department of Fort Washington will maintain and preserve in an easily accessible place the following documents:

 

   

A copy of this Code, or any other Code of Ethics, in effect within the previous five years;

 

   

A record of any violation of this Code and any action taken as a result of such violation for a period of five years following the end of the reporting year in which the violation occurred;

 

   

A record of any decision, and the reasons supporting the decision, that were used to approve an employee’s trade that was deemed an exception to the provisions of this Code;

 

   

A copy of each report submitted under this Code for a period of five years; and

 

   

A list of all persons who are, or within the past five years were, subject to the reporting requirements of the Code.

These documents will be maintained a minimum of two (2) years onsite at our office and the remainder of the time offsite at a secure storage facility.

Fort Washington has adopted this Code of Ethics in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended, as well as the Investment Advisers Act, Rule 204A-1

Adopted: February 1, 2013

Revised January 2, 2014

Revised April 1, 2015

Revised February 1, 2016

Revised August 29, 2017

Revised November 27, 2017

Revised March 27, 2018

Revised June 26, 2018

Revised November 30, 2018

Chief Compliance Officer:

Michele Hawkins, CRCP, IAACP

Michele.hawkins@fortwashington.com

513.361.7652

Compliance Officer:

Laura J. Flowers

laura.flowers@fortwashington.com

513.361.7945

Compliance Officer:

Georgeanna Bien-Aime, JD

georgeanna.bien-aime@fortwashington.com

513.361.7980

 

22


Appendix

Non-Exempt Mutual Funds

Touchstone Funds

Hirtle Callaghan Fixed Income Opportunity Portfolio

Brinker Capital Destinations Trust

This Appendix is subject to change. Please contact the Compliance Department to ensure you have the current version.

 

23


Glossary of Terms

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Access Person” means any person (1) with access to nonpublic information regarding any of Fort Washington’s clients’ purchase or sale of securities, (2) with nonpublic information regarding the portfolio holdings of the assets under management by Fort Washington; (3) involved in making securities recommendations to clients, or have access to such recommendations that are nonpublic, or (4) that is an employee of Fort Washington.

“Account” means accounts of any employee and includes accounts of the employee’s immediate family members and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest, controls, or exercises investment discretion.

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Automatic Investment Plan” means a program, including a dividend reinvestment plan, in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation.

“Beneficial ownership” or “beneficial interest” shall be interpreted in the same manner as beneficial ownership or beneficial interest would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person has beneficial ownership of/interest in a security for purposes of Section 16 of that Act and the rules and regulations thereunder, which includes any interest in which a person, directly or indirectly, has or shares a direct or indirect pecuniary interest. A pecuniary interest is the opportunity, directly or indirectly, to profit or share in any profit derived from any transaction. Each Access Person will be assumed to have a pecuniary interest, and therefore, beneficial interest in or ownership of, all securities held by the Access Person, the Access Person’s spouse, all minor children, all dependent adult children and adults sharing the same household with the Access Person (other than mere roommates) and in all accounts subject to their direct or indirect influence or control and/or through which they obtain the substantial equivalent of ownership, such as trusts in which they are a trustee or beneficiary, partnerships in which they are the general partner (except where the amount invested by the general partner is limited to an amount reasonably necessary in order to maintain the status as a general partner), corporations in which they are a controlling shareholder (except any investment company, trust or similar entity registered under applicable U.S. or foreign law) or any other similar arrangement. Any questions an Access Person may have about whether an interest in a security or an account constitutes beneficial interest or ownership should be directed to the Compliance Surveillance/Monitoring Specialist.

 

24


“Considering for purchase or sale” shall mean when the portfolio manager communicates that he/she is seriously considering making such a transaction or when a recommendation to the portfolio manager to purchase or sell has been made or communicated by an analyst at the Adviser and, with respect to the analyst making the recommendation, when such analyst seriously considers making such a recommendation.

“Chief Compliance Officer” (CCO) shall mean the Chief Compliance Officer of Fort Washington, or their designee.

“Contemplated Security” shall mean any security that the Adviser may recommend to its clients for purchase or sale, and any security related to or connected with such security.

“Covered Security” shall mean any security, and any security related to or connected with such security. The term security shall have the meaning set forth in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended, including any right to acquire such security, such as puts, calls, other options or rights in such securities, and securities-based futures contracts or currency, except that it shall not include (1) securities which are direct obligations of the government of the United States, (2) bankers’ acceptances, bank certificates of deposit, commercial paper or high quality short-term debt instruments, including repurchase agreements, (3) shares issued by money market Funds, (4) shares issued by U.S. registered open-end investment companies except Reportable Funds, and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds, none of which are Reportable Funds.

“Cryptocurrency” is a virtual currency that uses blockchain technology and is operated in a decentralized system. A virtual currency is a digital representation of value that can be electronically traded and functions as a medium of exchange, a unit of account or a store of value. Examples of cryptocurrency, include but are not limited to, bitcoin, tokens, Ethereum, and Litecoin.

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, the Bank Secrecy Act as it applies to investment companies registered under the Investment Company Act of 1940 and investment advisers, each as may be amended or supplemented, and any rules adopted there under by the Securities and Exchange Commission or the Department of the Treasury, as applicable.

“Fund” means any investment company registered under the Investment Company Act of 1940, as amended.

 

25


“Initial Public Offering” (IPO) means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not required to file reports under Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or an initial public offering under comparable foreign law.

“Investment Personnel” means any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities for the Adviser’s clients. Investment Personnel also includes any natural person who controls the Adviser and who obtains information concerning recommendations made to the Adviser’s clients regarding the purchase or sale of securities for such clients.

“Knowingly/Knows/Knew” means (i) actual knowledge or (ii) reason to believe but shall exclude institutional knowledge, where there is no affirmative conduct by the employee to obtain such knowledge, for example, querying the Adviser’s trading system or Investment Personnel.

“Limited Offering” means an offering that is exempt from registration under Section 4(2) or Section 4(6) of the Securities Act of 1933, as amended, or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933, as amended, and similar restricted offerings under comparable foreign law.

“Personal Benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever except a benefit for a client.

“Private Fund” means an issuer that would be an investment company as defined in section 3 of the Investment Company Act of 1940 but for sections 3(c)(1) or 3(c)(7).

“Registered Fund” means an investment company registered under the Investment Company Act.

“Reportable Account” means any account that is held at a broker, dealer, bank or other financial institution in which transactions in covered securities and reportable funds may be executed. These accounts include 529 plans and retirement accounts, such as 401(k) and 403(b) plans, if the account can execute transactions in covered securities and cannot rely on the exemptions outlined in the Non-Reportable Transactions and Accounts section of the Code.

“Reportable Fund” means (i) any Fund for which we serve as an investment adviser or sub-adviser or (ii) any Fund whose investment adviser or principal underwriter controls us, we control or is under common control with us. For purposes of this definition, “control” has the meaning given to it in Section 2(a)(9) of the Investment Company Act of 1940. Reportable Funds include, but are not limited to, Touchstone Funds.

 

26


“Short Term Debt Instruments” means a debt instrument (e.g. commercial paper, bank loans, etc.) or financial obligations incurred by a company that is due within one year.

“Supervised Person” means any director of Fort Washington; officer of Fort Washington; general partner of a partnership of which Fort Washington is a partner; employee of Fort Washington; consultant, LDP, or intern with Fort Washington.

 

27

Cadence Capital Management LLC

Pacific Asset Management

Pacific Global Advisors LLC

Pacific Life Fund Advisors LLC

Pacific Private Fund Advisors LLC

Investment Advisers’

CODE OF ETHICS

Effective

January 1, 2019


Investment Advisers’

Code of Ethics

 

TABLE OF CONTENTS

 

I.

  INTRODUCTION      2  

II.

  WHY AM I SUBJECT TO THE CODE?      3  

III.

  WHO CAN HELP ME WITH QUESTIONS?      3  

IV.

  STATEMENT OF GENERAL PRINCIPLES      4  

V.

  PROTECTION OF NON-PUBLIC INFORMATION      5  

A.

  CONFIDENTIAL INFORMATION      5  

B.

  MATERIAL NON-PUBLIC INFORMATION      5  

C.

  INSIDER TRADING      5  

D.

  RESTRICTED LIST      6  

VI.

  WHAT SHOULD I DO BEFORE I TRADE A SECURITY?      6  

A.

  PRECLEARANCE REQUIREMENTS      6  

B.

  TRADING RESTRICTIONS      7  

C.

  HOW DO I REQUEST PRECLEARANCE?      8  

VII.

  WHAT DO I NEED TO REPORT?      8  

A.

  INITIAL REPORTING FOR NEW ACCESS PERSONS      8  

B.

  QUARTERLY REPORT OF SECURITIES TRANSACTIONS      9  

C.

  ANNUAL REPORT OF SECURITIES HOLDINGS      9  

D.

  DISCLOSURE OF REPORTABLE ACCOUNTS      10  

VIII.

  WHAT ISN’T SUBJECT TO THE RESTRICTED LIST, PRECLEARANCE, AND REPORTING REQUIREMENTS?      10  

A.

  EXEMPT SECURITIES      10  

B.

  EXEMPT ACCOUNTS      11  

C.

  EXEMPT TRANSACTIONS      12  

IX.

  STARCOMPLIANCE SYSTEM      12  

A.

  MAINTAINING ACCOUNTS WITH APPROVED BROKERS      12  

B.

  STARCOMPLIANCE EXCEPTIONS      12  

X.

  REPORTING VIOLATIONS OF THE CODE      13  

XI.

  REVIEW AND ENFORCEMENT      13  

A.

  REVIEW      13  

B.

  ENFORCEMENT      13  

XII.

  CONFIDENTIALITY      14  

XIII.

  TRAINING      15  

XIV.

  REVISIONS TO THE CODE      15  

APPENDIX 1.     GLOSSARY

     16  

APPENDIX 2.     COMPLIANCE CONTACTS

     22  

APPENDIX 3.     APPROVED BROKERS

     23  

 

Page 1 of 23

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Investment Advisers’

Code of Ethics

 

I.

INTRODUCTION

Cadence Capital Management LLC (“Cadence”), Pacific Global Advisors LLC (“PGA”), Pacific Asset Management1 (“PAM”), Pacific Life Fund Advisors LLC (“PLFA”), and Pacific Private Fund Advisors LLC (“PPFA”) (each an “Adviser” and collectively, the “Advisers”) are registered investment advisors with the Securities and Exchange Commission (“SEC”) and are regulated by the Investment Advisers Act of 1940, as amended (“Advisers Act”).

Rule 204A-1 of the Advisers Act requires investment advisers to establish, maintain and enforce a written code of ethics, and specifies the minimum requirements to include in the code. The code must set forth standards of conduct expected of advisory personnel and address conflicts that arise from personal trading by advisory personnel.

The Investment Advisers’ Code of Ethics (the “Code”) is designed to meet regulatory requirements2, and prevent conflicts of interests, or the appearance of such conflicts, with regard to Access Persons of the Advisers owning or engaging in transactions involving Securities.

Employees of Pacific Life Insurance Company (“Pacific Life”), including subsidiaries and affiliates, are also subject to Pacific Life’s Code of Business Conduct (see Splash!). The Code supersedes when there is a conflict between a standard established by a Pacific Life Code of Business Conduct policy and a standard established by the Code.

The Code doesn’t attempt to identify all possible scenarios or circumstances that are conflicts of interest. The Code doesn’t ensure literal compliance with each specific provision, and doesn’t necessarily shield you from liability for personal trading or conduct that violates a fiduciary duty to our Clients. You are expected to follow the specific rules and the spirit of the Code. Violations of the Code can result in personal sanctions including termination of employment.

Certain words within this Code have specific meanings that can be found in Appendix 1. These words are underlined the first time they appear in the Code. The on-line version of this document has a hyper-link from each of the underlined words to the section of the Glossary where the specific definitions appear.

 

1 

PAM is a dba of PLFA. Registration as an investment adviser is at the PLFA level.

2 

The Code has been developed to meet regulatory requirements, including Rule 204A-1 of the Investment Advisers Act of 1940, as amended and Rule 17j-1 of the Investment Company Act of 1940, as amended.

 

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Investment Advisers’

Code of Ethics

 

II.

WHY AM I SUBJECT TO THE CODE?

You meet one or more of these criteria, making you an “Access Person”:

 

   

An Officer or employee of an Adviser; and/or

 

   

A person who:

 

   

has access to non-public information regarding any Clients’ purchase or sale of Securities, or non-public information regarding the portfolio holdings of any Client Account managed by the Adviser(s); and/or

 

   

is involved in making Securities recommendations to Clients, or has access to such recommendations that are non-public for the Client Accounts managed by the Adviser(s).

 

   

An Officer of an affiliated Mutual Fund or ETF3, and/or

 

   

A person who

 

   

makes, participates in, or obtains information regarding Securities transactions in affiliated mutual funds or whose functions relate to making recommendations with respect to affiliated funds transactions; and/or

 

   

has access to non-public trading or securities holdings information of the affiliated funds.

Access Persons are identified by their role and responsibilities related to each Adviser. Access Persons are full-time, part-time, and temporary employees, as well as consultants and interns who meet the criteria above. A Compliance Officer, in consultation with appropriate management as needed, determines if a person meets the criteria to be deemed an Access Person. Pacific Life’s Corporate Compliance department (“Corporate Compliance”) maintains the Access Person list and periodically reviews the list for completeness. Access Persons are subject to the Code in its entirety unless specifically stated otherwise.

 

III.

WHO CAN HELP ME WITH QUESTIONS?

Corporate Compliance administers the Code using the StarCompliance system (“StarCompliance”). Certifications and other requirements related to the Code must be submitted in StarCompliance unless otherwise specified in the Code. Administrative or StarCompliance questions should be directed to Corporate Compliance. Questions related to the provisions of the Code should be directed to a member of Pacific Global Asset Management (“PGAM”) Compliance or the applicable adviser’s Chief Compliance Officer (“CCO”). Members of Corporate Compliance and PGAM Compliance are listed in Appendix 2 along with each Adviser’s CCO and additional compliance contacts.

 

3 

Affiliated mutual funds and ETFs include Pacific Select Fund, Pacific Funds, and Pacific Global ETFs.

 

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Investment Advisers’

Code of Ethics

 

IV.

STATEMENT OF GENERAL PRINCIPLES

The Code is based on the principle that you, as an Access Person of the Advisers, owe a fiduciary duty of care, loyalty, honesty, and good faith to act in the best interests of our Clients. The Code sets out standards of conduct to help you avoid potential conflicts of interest that may arise from your actions and your personal Securities transactions.

As a fiduciary to our Clients:

 

   

you have a duty to place the interests of our Clients before your own interests.

 

   

you must not take any action in connection with your personal investments that would cause even the appearance of unfairness or impropriety.

 

   

you must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Clients.

The following are general principles governing personal Securities transactions by Access Persons.

You are required to:

 

   

comply with the Code and avoid any actual or potential conflicts of interest in personal Securities transactions;

 

   

comply with conditions we apply to your personal Securities transactions;

 

   

comply with Pacific Life’s Code of Business Conduct; and

 

   

comply with applicable U.S. federal securities laws, rules, and regulations.

You must not:

 

   

shadow trades in a Client Account by duplicating a Client’s trades;

 

   

front run a Client Account by trading Securities ahead of a Client;

 

   

defraud, manipulate, or plan to defraud a Client Account; or

 

   

trade a Security in a Personal Account where you have direct or indirect Beneficial Ownership if you have actual knowledge that the same Security is being considered for purchase or sale, or is being purchased or sold for a Client Account4.

In addition to the above, there are special considerations governing personal Securities transactions by Access Persons who are investment professionals of an Adviser. Investment professionals are portfolio managers, research analysts, traders or others who have responsibility for making either Securities recommendations or investment decisions for Client Accounts.

 

4 

Access Persons are not required to ask if a Security is being considered, or is being purchased or sold, for a Client Account.

 

Page 4 of 23

Effective January 1, 2019


Investment Advisers’

Code of Ethics

 

Investment professionals must not:

 

   

take inappropriate advantage of your position by directly or indirectly using information concerning the investments in Client Accounts or influencing the investment decision-making process for Client Accounts for your own benefit.

 

   

use assets in Client Accounts to affect the market in a way that benefits your Personal Accounts or in a manner that is detrimental to our Client Accounts. This includes causing or recommending a Client to take action or not to take action for your personal benefit.

 

   

take an investment opportunity away from a Client Account which would have an adverse effect on the Client Account or would benefit your Personal Accounts.

 

   

mislead a Client Account by making an untrue statement or a material fact or omitting to state a material fact.

 

   

delay taking appropriate action for a Client Account in order to avoid potential adverse consequences in your Personal Accounts.

 

   

engage in any manipulative practice with respect to Securities including pricing manipulation.

 

V.

PROTECTION OF NON-PUBLIC INFORMATION

 

  A.

Confidential Information

As an Access Person, you have access to non-public investment information (“NPII”) of the Advisers which may include Securities recommendations, trades, or holdings. You must not disclose NPII except as required to carry out Securities transactions, or for other valid business reasons, providing appropriate confidentiality agreements have been executed, or for legal or regulatory requirements as permitted by applicable laws.

 

  B.

Material Non-Public Information

While in the possession of Material Non-Public Information (“MNPI”) you are prohibited from trading the information for your accounts or on behalf of other accounts, or communicating this information to others, regardless of whether you obtained the information through the scope of your employment or elsewhere.

You must contact your Adviser CCO, Compliance Officer or Law, if you believe you have Material Non-Public Information.

 

  C.

Insider Trading

Access Persons are subject to federal securities laws regarding insider trading. Employees of an Adviser or Pacific Life are subject to Pacific Life’s Insider Trading Policy (see Splash!).

 

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Investment Advisers’

Code of Ethics

 

  D.

Restricted List

There are three restricted lists:

 

   

The PGAM 840 restricted list – applies to Access Persons who have a designated workstation or office on the 7th floor of the 840 building.

 

   

The PLFA restricted list – applies to PLFA Access Persons with the exception of CIT personnel unless otherwise identified.

 

   

The Cadence restricted list – applies to Cadence’s Access Persons.

IMPORTANT: It is your responsibility to log into StarCompliance to review the Issuers on the restricted list that applies to you before you trade. Certain Access Persons, including CIT personnel, are not subject to any of the restricted lists unless otherwise identified.

A Restricted List may include an Issuer for a variety of reasons, including but not limited to, the possession of Material Non-Public Information. There is an absolute ban on personal Securities transactions in the Securities of these Issuers when they are present on the list.

If an Issuer is added to a Restricted List after receiving preclearance for a personal Securities transaction, the Access Person can only act on the preclearance if the trade order has already been placed with a broker. The trade order may not be cancelled, nor may it be placed after the Restricted List has been updated. Access Persons will be required to provide proof from the broker of the date and time the order was placed. If you execute a short sale and the Issuer of that Security is subsequently placed on the Restricted List, you may not execute a “cover” transaction in order to close out the position.

 

VI.

WHAT SHOULD I DO BEFORE I TRADE A SECURITY?

 

  1.

Check the Restricted List in StarCompliance to see if there are restrictions on the Securities of the Issuer.

 

  2.

Not on the Restricted List?

 

   

Check the preclearance requirements table below to determine if you can trade the Security without preclearance authorization.

 

   

Cadence Employees Only – Check the trading restriction requirements table below to determine if you can trade the Security without any additional restrictions.

 

  A.

Preclearance Requirements

IMPORTANT NOTE: Review each row. You may be subject to multiple preclearance requirements depending on the type of Access Person you are.

 

Access Person Type

  

Pre-clearance Requirements

All Access Persons   

•  Initial Public Offerings (“IPOs”) - Preclearance is required only on the initial offering of the Issuer. Transactions of the Issuer on the secondary market don’t require an additional preclearance approval.

 

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Investment Advisers’

Code of Ethics

 

Access Person Type

  

Pre-clearance Requirements

  

Note: Cadence access persons are prohibited from purchasing IPOs.

 

•  Private Placements - The initial commitment and/or transaction requires preclearance. Additional capital investments such as subsequent subscriptions (including capital calls related to the initial approved investment) do not require additional preclearance approval.

 

•  Hedge Funds - The initial commitment and/or transaction requires preclearance. Subsequent investments after the initial transaction in the Hedge Fund do not require additional preclearance approval.

 

•  Initial Coin Offering - The initial commitment and/or transaction requires preclearance. Subsequent investments after the initial transaction in the ICO do not require additional preclearance approval.

PGAM 840 Access Persons (Access Persons who have a designated workstation or office on the 7th floor of the 840 building)   

The Pre-clearance List is on the PGAM SharePoint site and includes:

 

•  Fixed Income Securities – Except for any that are Exempt Securities

 

•  Transactions in Pacific Funds

 

•  Transactions in the Pacific Select Fund

 

•  Transactions in the Pacific Asset Enhanced Floating Rate ETF (“PAM ETF”)

 

•  Equity Securities held in PAM client accounts

•  PLFA Employees

 

•  PLFA Investment Committee Members

 

•  PLFA Conflict Review Committee Members

  

•  Transactions in Pacific Funds

 

•  Transactions in the Pacific Select Fund

•  PGA Employees

  

•  Transactions in Pacific Global US Equity Income ETF (“USDY”)

•  Cadence Employees

  

•  Equity transactions (including ETFs)

 

•  Transactions in Mutual Funds sub-advised by Cadence

 

•  Transactions in USDY

 

  B.

Trading Restrictions

 

Access Person Type

  

Trading Restrictions

Cadence Employees   

•  Securities may not be purchased or sold if, at the time of pre- clearance, you knew or should have known that a Client Account would be trading in the same security or an Equivalent Security on the same day.

 

•  You may not acquire Beneficial Ownership of any securities in an initial public offering.

 

•  You may not purchase or sell Securities during the period beginning three days before and ending three days after a Client Account trades in the same Security or an equivalent Security. If you pre- clear a Securities transaction prior to a Client Account trading in the same Security, it will not be deemed a violation of this Code unless you knew or should have known that the Client Account would be trading in that Security within three days.

 

Page 7 of 23

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Investment Advisers’

Code of Ethics

 

Access Person Type

  

Trading Restrictions

  

•  You may not profit from the purchase and sale, or sale and purchase, within 30 calendar days, of the same Securities or equivalent Securities (other than Exempt Securities) of which you have Beneficial Ownership. Any such short-term trade must be unwound, or if that is not practical, the profits must be contributed to a charitable organization selected by Cadence’s CCO. (Note: ETFs are Securities and are subject to this restriction)

 

•  For Mutual Funds where Cadence is the sub-adviser, you may not purchase and sell, or sell and purchase the same Mutual Fund, in any 30-day period, regardless of whether those transactions occurred in a single account or across multiple accounts in which the employee has beneficial interest.

 

•  You are prohibited from transactions involving puts, calls, straddles, Options, and/or short sales unless the security is an Exempt Security or the transaction is approved by Cadence’s CCO.

 

  C.

How do I Request Preclearance?

If your proposed transaction requires preclearance, you must obtain approval prior to executing the transaction. If the transaction is approved, the approval is valid for the time period specified with the approval. If you don’t execute the transaction within the time period specified, you must resubmit the request for preclearance and obtain approval prior to executing the transaction.

Complete all information for transactions that require preclearance in StarCompliance. The applicable compliance area reviews the preclearance request in StarCompliance and generally responds no later than the close of the next business day. All pre-clearance approvals are effective until the market close on the day that pre-clearance is given (1:00 P.M. PT, 4:00 P.M ET).

Exceptions to preclearance requirements are outlined in Section VIII.

 

VII.

 WHAT DO I NEED TO REPORT?

Complete reporting and certifications required under this section in StarCompliance as further addressed in Section IX. Exceptions to the reporting requirements are outlined in Section VIII below.

 

  A.

Initial Reporting for New Access Persons

Within 10 business days of becoming an Access Person, you must provide the following reports in StarCompliance:

 

  1.

Initial Certificate of Compliance

The certification states that you have received a copy of and read and understand the Code and, to the best of your knowledge, you have disclosed, reported, or caused to be reported, the information required by the Code.

 

Page 8 of 23

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Code of Ethics

 

  2.

Initial Securities Holdings and Accounts

Report your accounts including the name of any broker-dealer or bank where you maintain an account in which you hold or trade Securities of which you have Beneficial Ownership.

Report holdings in Securities of which you have Beneficial Ownership. Holdings information must be current as of a date that is no more than 45 calendar days prior to the date of becoming an Access Person.

 

  3.

Pacific Select Fund and Pacific Funds Information Request

Report Pacific Select Fund and Pacific Funds’ investments of which you have Beneficial Ownership.

 

  4.

Mutual Funds Sub-Advised by Cadence – Cadence Employees Only

Report Fund investments of which you have Beneficial Ownership.

 

  B.

Quarterly Report of Securities Transactions

Within 30 calendar days of the calendar quarter end you must disclose the following in StarCompliance:

 

  1.

Transactions

Report transactions during the quarter in Securities of which you have Beneficial Ownership.

 

  2.

Changes to Pacific Select Fund and Pacific Funds

Report any changes or new accounts in Pacific Select Fund and Pacific Funds.

 

  3.

Transactions in Mutual Funds Sub-Advised by Cadence – Cadence Employees Only

Report transactions during the quarter in funds for which you have Beneficial Ownership.

 

  C.

Annual Report of Securities Holdings

 

  1.

Holdings

Within 30 calendar days of the calendar year end, you must provide holdings in Securities of which you have Beneficial Ownership in StarCompliance.

Holdings must be current as of a date that is no more than 45 calendar days prior to the date the report is submitted.

 

Page 9 of 23

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Investment Advisers’

Code of Ethics

 

  2.

Certification

The certification states that you have received a copy of and read and understand the Code and, to the best of your knowledge, you have disclosed, reported, or caused to be reported, the information required by the Code.

 

  3.

Pacific Select Fund and Pacific Funds

Report Pacific Select Fund and Pacific Funds’ investments of which you have Beneficial Ownership.

 

  4.

Mutual Funds Sub-Advised by Cadence – Cadence Employees Only

Report Fund investments of which you have Beneficial Ownership.

 

    D.

Disclosure of Reportable Accounts

 

  1.

New Accounts

You are required to disclose new accounts to Corporate Compliance via StarCompliance as soon as practicable in order for Corporate Compliance to establish a transaction feed from the broker to StarCompliance. You are responsible for reporting transactions if not included in the feed due to delayed reporting of a new account.

 

VIII.

WHAT ISN’T SUBJECT TO THE RESTRICTED LIST, PRECLEARANCE, AND REPORTING REQUIREMENTS?

 

    A.

Exempt Securities

These types of securities are not subject to the restricted list, preclearance, or reporting requirements:

 

   

Direct obligations of the U.S. Government including U.S. Treasury Securities and U.S. Government Agency Securities

 

   

Bank Certificates of Deposits (“CDs”), bankers’ acceptances, commercial paper, and other high quality Short Term Debt Instruments (with a maturity of less than one year), including repurchase agreements

 

   

Money market funds registered in the United States

 

   

Open-end Mutual Funds (except the Pacific Select Fund, Pacific Funds, and Cadence’s sub-advised Mutual Funds)

 

   

Certain Access Persons are required to preclear transactions in the Pacific Select Fund and Pacific Funds (see section VI, A.)

 

   

Pacific Select Fund and Pacific Funds are reportable (see section VII, A.3., B.2., and C.3.)

 

   

Certain Access Persons are required to preclear transactions and report holdings in Cadence’s sub-advised Mutual Funds (see section VI, A.)

 

   

Variable Annuities (except Pacific Life Variable Annuities invested in the Pacific Select Fund)

 

   

Unit Investment Trusts invested exclusively in one or more open-end Mutual Funds

 

Page 10 of 23

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Code of Ethics

 

  B.

Exempt Accounts

These types of accounts are not subject to the restricted list, preclearance, or reporting requirements:

 

   

Accounts that limit holdings and transactions to Exempt Securities only

 

   

Accounts managed by a Robo-Advisor where the Access Person does not direct the Robo-Advisor to buy or sell specific securities. The Access Person does not exercise investment discretion and does not receive notice of specific transactions prior to execution. The Access Person does receive statements for these accounts.

 

   

Accounts in which you have no direct or indirect influence or control, including:

 

   

Accounts that are blind trusts. A blind trust typically consists of a legal arrangement in which a third-party fiduciary, such as a trustee or third- party manager, is given complete discretion to make investment decisions, subject to predetermined account guidelines, on behalf of the trust beneficiary. Beneficiaries of a blind trust have no knowledge of the transactions and holdings of the trust; or

 

   

Accounts managed by a trustee or third-party manager where the Access Person may provide high-level strategy, including investment objectives and guidelines, but does not direct the third-party to buy or sell specific securities. The Access Person does not exercise investment discretion and does not receive notice of specific transactions prior to execution. The Access Person does receive statements for these accounts.

In order for an account to qualify as being an exempt account in the case of a blind trust or managed by a trustee or third-party manager, Access Persons are required to:

 

   

Give consent to the trustee or third-party manager to provide a quarterly statement or letter outlining the relationship to you as the Access Person and confirming you have no influence or control over the account.

 

   

Provide a certification at least annually, confirming you do not have influence or control over the account.

 

   

Obtain approval from the applicable Adviser’s CCO prior to relying on the exemption.

Exempt Accounts are subject to review by the applicable Adviser’s CCO. The CCO may request, on a sample basis, reports of holdings and/or transactions made in an exempt account.

 

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Investment Advisers’

Code of Ethics

 

  C.

Exempt Transactions

These types of transactions are not subject to the restricted list, preclearance, or reporting requirements:

 

   

Automatic, non-voluntary transactions such as stock dividends, dividend reinvestments, stock splits, reverse stock split, exercise of rights, merger or consolidation, spin-off or other similar corporate distribution or reorganization generally applicable to all holders of the same class of Securities

 

   

Tender offer or bond call that is applicable pro-rata to all stockholders or bond holders respectively

 

   

Transactions pursuant to an Automatic Investment Plan including transactions made directly with the Issuer in a direct stock purchase and dividend reinvestment plans (“DRIP”)

 

   

Any transaction that overrides the pre-set schedule or allocations of the automatic investment plan is subject to the Restricted List and quarterly transaction reporting

 

   

Transactions reflecting the receipt of employer stock or Options by an employee resulting from an Employee Stock Purchase Plan (“ESPP”), Employee Stock Options (“ESO”) granted, or as a form of compensation

 

   

Any transaction to buy or sell employer stock or exercise Options is subject to the Restricted List and quarterly transaction reporting

 

IX.

STARCOMPLIANCE SYSTEM

Corporate Compliance uses StarCompliance to administer compliance with personal trading regulations and Securities and transactions reporting requirements in the Code.

You are required to submit a consent form authorizing your broker(s) to send your account information, including all holdings and transactions, to StarCompliance, subject to the Reporting Exceptions in Section VIII. You must complete required reporting and certifications using StarCompliance, subject to the StarCompliance Exceptions in Section IX, B.

 

  A.

Maintaining Accounts with Approved Brokers

Generally, Access Persons must maintain accounts with Approved Brokers. The Approved Brokers are listed on Appendix 3 and are subject to change.

Exceptions must be approved by Corporate Compliance. Approved Brokers support electronic feeds directly to StarCompliance.

New employees who are Access Persons must maintain their accounts with an Approved Broker. New employees who are Access Persons who have an existing account with a broker not on the Approved Broker list are required to transfer their accounts to an Approved Broker within a specified time period as determined by a Compliance Officer, usually within 90 days.

 

  B.

StarCompliance Exceptions

You may have reportable holdings or execute reportable transactions with firms that will not send electronic transaction feeds, including transfer agents and banks. You are responsible for reporting any transactions and holdings required under the Code that are not reflected in StarCompliance to Corporate Compliance.

 

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Code of Ethics

 

Under special circumstances, a Compliance Officer may permit an Access Person to submit reporting required under the Code through paper means in lieu of using StarCompliance. Requests must be submitted to Corporate Compliance in writing. All requests will be reviewed by a Corporate Compliance Officer.

 

X.

REPORTING VIOLATIONS OF THE CODE

You are required to report any violations of the Code promptly to the applicable Adviser CCO. This duty exists whether the violation or apparent violation is yours or that of another person subject to the Code. Reports of violations other than your own may be made anonymously and confidentially. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Information regarding anonymous reporting can be found on Splash!

Retaliation (e.g., termination, demotion, or discrimination) against an Access Person who reports a violation of the Code or who assists or participates with an investigation in good faith is prohibited and constitutes a further violation of this Code. Good faith does not require that you be correct about the occurrence of a suspected activity but it does mean that you must tell the truth, as you know it, about the situation. For any questions relating to the reporting of violations of the Code, please contact the applicable Adviser CCO.

 

XI.

REVIEW AND ENFORCEMENT

 

  A.

Review

Corporate Compliance and the applicable Adviser CCO or their designee review Initial and Annual Reports of Securities Holdings and Quarterly Transaction reports to determine if all provisions of the Code have been followed and whether any violation of the Code may have occurred. The review includes checking applicable Securities and transactions against the Restricted List and Clients’ trades, if required preclearance was obtained, and if initial, quarterly, and annual reports were received by the due date.

 

  B.

Enforcement

 

  1.

Violation Determination

A determination of whether a violation of the Code has occurred will be made by the applicable Adviser’s CCO. Before making a determination of whether a violation of the Code has occurred, the applicable Access Person will have an opportunity to supply additional information regarding the issue in question. Other parties may be consulted as deemed appropriate by the CCO.

 

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Code of Ethics

 

If you are uncomfortable with an interpretation, application of the Code, or determination made, you may appeal to the applicable Adviser’s CCO, Pacific Life’s CCO, or Pacific Life’s General Counsel.

 

  2.

Violation Consequences and Resolution

Once a CCO has determined that a violation of the Code has occurred, a memo outlining the details of the violation will be provided to appropriate management to notify them of the violation, with a copy to the Access Person and the Adviser’s CCO. In addition, the Access Person may be subject to sanctions and other remedial actions, which may include, among other things, meeting with Compliance staff and/or the CCO, restrictions of personal Securities transactions, fines, disgorgement (including forfeiting any profits or absorbing any losses), suspension (with or without compensation), reassignment, demotion, and/or termination of employment. In certain circumstances, the Access Person will be referred to the appropriate government authorities and may be subject to civil, regulatory, or criminal sanctions.

In determining the applicable sanction or other remedial action, several factors may be considered, including, but not limited to: the severity of the violation, the frequency of the Access Person’s violations, whether any violation caused harm or the potential of harm to our Clients’ interests, the extent that the Access Person profited or benefited from the violation, the Access Person’s efforts to cooperate with the investigation, and the Access Person’s efforts to correct any conduct that led to the violation.

If a CCO determines that a material violation of the Code has occurred, the CCO will notify applicable senior management and the Pacific Life CCO. The Pacific Life CCO will use his/her discretion in notifying Pacific Life Board of Directors.

 

  Advisers

to Registered Investment Companies

If the CCO or senior management determines that the material violation may involve a fraudulent, deceptive, or manipulative act, the Adviser will report its findings to the applicable Fund’s Board of Directors or Trustees pursuant to Rule 17j-1.

 

XII.

CONFIDENTIALITY

All reports and information submitted or obtained pursuant to this Code are treated as confidential; provided, however, that such information may be shared with Management, the Law Department, internal and external auditors, regulators, or other persons as your CCO deems necessary.

 

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XIII.

TRAINING

Periodic training of the Code is required of all Access Persons. You will be notified of scheduled training sessions that you are required to complete.

 

XIV.

REVISIONS TO THE CODE

From time to time, this Code may be revised and updated. Any material changes to the Code will be reviewed and approved by the CCOs of each Adviser. The new version of the Code will be distributed, or made available, to all Access Persons. Access Persons must submit a certification indicating that he or she has received and has read and understood the amended Code.

 

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APPENDIX 1. GLOSSARY

Beneficial Ownership – You are considered to have Beneficial Ownership of Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities. In addition, you are the beneficial owner of Securities in which an immediate family member has beneficial interest. The following are examples of an indirect interest in Securities:

 

   

Securities held by members of your immediate family sharing the same household. Immediate family includes any spouse, domestic partner, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship. (You are presumed to have investment decision-making authority and therefore beneficial interest; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit.)

 

   

Your interest as a general partner in Securities held by a general or limited partnership.

 

   

Your interest as a manager-member in the Securities held by a limited liability company.

You do not have an indirect interest in Securities held by a corporation, partnership, Limited Liability Company, or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment Control over the Securities held by the entity.

The following circumstances constitute Beneficial Ownership by you of Securities held in or by a trust:

 

   

Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust.

 

   

Your ownership of a vested beneficial interest in a trust.

 

   

Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

Chief Compliance Officer (CCO) – An officer appointed as the Chief Compliance Officer of an entity.

Client / Client Account – Any account or fund managed by PLFA, PAM, PPFA, PGA or Cadence as investment adviser or sub-adviser. For the purposes of the Code, Client Accounts exclude accounts managed for the General Accounts of Pacific Life or Pacific Life & Annuity Company unless an Investment Management Agreement (“IMA”) is in place between Pacific Life and the Investment Adviser. The underlying Investors in pooled investment vehicles advised by PAM, PPFA or Cadence are not Clients of the Advisers.

 

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Closed-end Funds – A closed end fund is a publicly traded investment company that raises a fixed amount of capital through an Initial Public Offering (“IPO”). The fund is then structured, listed, and traded like a stock on a stock exchange.

Compliance Officer – The term Compliance Officer includes the CCO or their designees who are empowered to resolve issues and review reports. See Appendix 2 for a list of Compliance Officers.

Control – When used within the context of Beneficial Ownership (as defined above) refers to 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. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting Securities of a company is presumed to control such company.

Cryptocurrency/Digital Currency – A digital representation of value, which the SEC describes as a decentralized, peer-to-peer virtual currency that is used like money. It can be exchanged for traditional currencies or used to purchase goods or services, usually online. Unlike traditional currencies, virtual currencies operate without central authority or banks and are not backed by any government. Examples include bitcoin and ether.

Equity – An equity security represents ownership interest held by shareholders in an entity (a company, partnership, or trust), realized in the form of shares of capital stock, which includes shares of both common and preferred stock. Holders of equity securities are typically not entitled to regular payments (though equity securities often do pay out dividends), but they are able to profit from capital gains when they sell the securities (assuming they’ve increased in value, naturally). Equity securities do entitle the holder to some control of the company on a pro rata basis, via voting rights. In the case of bankruptcy, they share only in residual interest after all obligations have been paid out to creditors.

Equivalent Security – An Equivalent Security of a given Security is (i) a Security issuable upon exercise, conversion, or exchange of the given Security, (ii) a Security exercisable to purchase, convertible into or exchangeable for the given Security, or (iii) a Security otherwise representing an interest in or based on the value of the given Security.

Exchange-traded Fund (“ETF”) – A Security that tracks an index, a commodity, or a basket of assets like an index fund, but trades like a stock on an exchange. ETFs experience price changes throughout the day as they are bought and sold.

Exempt Securities – These types of securities are not subject to the restricted list, preclearance, or reporting requirements:

 

   

Direct obligations of the U.S. Government including U.S. Treasury Securities and U.S. Government Agency Securities

 

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Bank Certificates of Deposits (“CDs”), bankers’ acceptances, commercial paper, and other high quality Short Term Debt Instruments (with a maturity of less than one year), including repurchase agreements

 

   

Money market funds registered in the United States

 

   

Open-end Mutual Funds (except the Pacific Select Fund, Pacific Funds, and Cadence’s sub-advised Mutual Funds)

 

   

Certain Access Persons are required to preclear transactions in the Pacific Select Fund and Pacific Funds (see section V, A.2.)

 

   

Pacific Select Fund and Pacific Funds are reportable (see section VI, A.3., B.3., and C.3.)

 

   

Certain Access Persons are required to preclear transactions and report holdings in Cadence’s sub-advised Mutual Funds (see section VI, A.)

 

   

Unit Investment Trusts invested exclusively in one or more open-end Mutual Funds

Fixed Income Security – A fixed income security is an investment that provides a return in the form of fixed periodic payments and the eventual return of principal at maturity. Unlike a variable-income security, where payments change based on some underlying measure such as short-term interest rates, the payments of a fixed-income security are known in advance. The most common type of fixed income securities are bonds.

Hedge Fund – An aggressively managed portfolio of investments that uses advanced investment strategies such as leveraged, long, short, and derivative positions in both domestic and international markets with the goal of generating high returns (either in an absolute sense or over a specified market benchmark).

Initial Coin Offering Initial coin offerings (also called ICOs or token sales) are used by individuals or entities to raise capital. Virtual coins or tokens are purchased with either traditional currencies or virtual currencies. After they are issued, virtual coins or tokens may be resold to others in a secondary market.

Typically, ICO’s will have the characteristics listed below that would classify it as a security and thus making it required for pre-clearance and as an ongoing reporting requirement.

A security is being offered where there is:

 

   

an investment of money

 

   

in a common enterprise

 

   

with an expectation of profit derived from the efforts of others.

Initial Public Offering (IPO) – Commonly known as a company’s first sale of stock to the public, IPO is defined as an offering of Securities registered under the Securities Act of 1933, as amended, of an Issuer that was not, immediately before such registration, subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

 

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Issuer – A legal entity that has the power to issue and distribute a Security. Issuers include corporations, municipalities, foreign and domestic governments and their agencies, and investment trusts.

Material Non-Public Information – Material Non-Public Information is information that would affect the market value or trading of a security and that has not been disseminated to the general public. It is considered insider information.

Information is considered to be “material” if its dissemination to the public would likely affect the market value or trading price of an issuer’s securities (i.e. stock) or if it is information which, if disclosed, would likely influence a reasonable investor’s decision to purchase or sell an issuer’s securities.

Information is considered to be nonpublic when it has not been adequately disclosed to the general public. Information ceases to be material, nonpublic information only when it has been widely disseminated to the public or is no longer material.

Material, nonpublic information may include:

 

   

An issuer’s intention to launch a take-over bid, auction, public offering, private placement, stock repurchase, consolidation, or split;

 

   

A pending covenant default under an issuer’s (or one of its material subsidiaries’) credit facilities or trust indenture;

 

   

A pending resignation or dismissal of one or more senior executives of the issuer or one of its material subsidiaries;

 

   

A pending purchase or sale of a significant asset or business;

 

   

Another issuer’s intention to commence a take-over bid or propose a merger involving the issuer;

 

   

A pending significant legal or regulatory proceeding or settlement;

 

   

A pending ratings change;

 

   

A pending earnings release that is inconsistent with expectations.

Municipal Bond – A long-term debt instrument issued by a state or local government. It usually carries a fixed rate of interest, which is paid semiannually.

Municipal Note A Short Term Debt Instrument of a state or local government. Most popular are revenue, bond, and tax anticipation notes.

Mutual Fund – An investment vehicle that is made up of a pool of funds collected from many investors for the purpose of investing in Securities such as stocks, bonds, money market instruments and similar assets. Mutual Funds are operated by money managers, who invest the fund’s capital and attempt to produce capital gains and income for the fund’s investors. A Mutual Fund’s portfolio is structured and maintained to match the investment objectives stated in its prospectus. An open-end Mutual Fund is a type of Mutual Fund that does not have restrictions on the amount of shares the fund will issue. If demand is high enough, the fund will continue to issue shares no matter how many investors there are. Open-end funds also buy back shares when investors wish to sell. The majority of Mutual Funds are open-end.

 

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Option – A contract between a buyer and a seller that gives the buyer the right, but not the obligation, to buy or sell a particular asset at a later day at an agreed upon price.

Long Options will be valued at the amount paid (premium) to enter into the transaction. Short Options will be valued at their notional value (number of contracts x contract size x underlying Security price).

Pacific Select Fund/Pacific Funds – Shares of Pacific Select Fund (purchased via a Pacific Life or Pacific Life & Annuity Company variable annuity contract and/or variable life insurance policy) and shares of Pacific Funds.

Personal Accounts – Includes any Securities account (held at a broker-dealer, transfer agent, investment advisory firm, bank, or other financial services firm) in which an Access Person has a beneficial interest. This includes any accounts that may be opened in the future that become subject to the Code. Restrictions placed on transactions executed within a Personal Account also pertain to investments held outside of an account over which an Access Person has physical control or possession, such as stock certificates.

Private Placement – An offering of Securities that is exempt from registration under the Securities Act of 1933, pursuant to Section 4(2), Section 4(6), or Regulation D (Rules 501 through 506). Includes investments in privately held corporations, limited partnerships, limited offering, and tax shelter programs as well as a non-public offering in limited amounts available only to certain investors.

Robo-Advisor (Robo-Adviser) – Digital platforms that provide automated, algorithm- driven financial planning services with little to no human supervision. A typical robo- advisor collects information from clients about their financial situation and future goals through an online survey, and then uses the data to offer advice and/or automatically invest client assets.

Security – As defined under section 202(a) (18) of the Advisers Act: Any note, stock, treasury 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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Additional Clarifications to the Definition of Security

Securities include shares of Closed-end Funds, Exchange-Traded Funds, futures contracts, forward contracts, and swaps. Securities do not include Cryptocurrencies or Digital Currencies.

Short Term Debt Instruments – Securities with a remaining maturity of 397 calendar days or less that have received a rating in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization (“NRSRO”)

Unit Investment Trust – An investment vehicle registered with the SEC that purchases a fixed portfolio of Securities, such as corporate, Municipal or government bonds, mortgage-backed Securities, common stock, or preferred stock. The trust expires when the bonds mature or, in the case of equity funds, at a specified future date.

U.S. Government Agency Securities – Agency Securities are direct obligations of federal government agencies or government-sponsored enterprises (“GSEs”). Federal agencies are entities of the Federal Government, such as the Government National Mortgage Association (“Ginnie Mae”) and the Tennessee Valley Authority (“TVA”). GSEs are publicly chartered but privately owned and operated entities, such as the Federal National Mortgage Association (“Fannie Mae”), and the Federal Home Loan Mortgage Corporation (“Freddie Mac”).

U.S. Treasury Securities – Direct obligations of the U.S. Government issued by the Department of the Treasury. Examples: Treasury bills, Treasury notes, Treasury bonds, Treasury inflation – indexed, and saving bonds.

Variable Annuity A type of annuity contract that allows for the accumulation of capital on a tax-deferred basis. Variable annuities offer investors the opportunity to generate higher rates of returns by investing in equity and bond subaccounts.

 

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APPENDIX 

2. COMPLIANCE CONTACTS

Corporate Compliance

Suzanne La Roque

James Balbas

ComplianceServices@PacificLife.com

Pacific Global Asset Management LLC

James Sandoval

Kiaton Ly

Pacific Life Fund Advisers LLC

Sharon Pacheco, Chief Compliance Officer

Laurene MacElwee

Michael Clifton

Justin Harris

Pacific Asset Management and Pacific Private Fund Advisers LLC

Carol Rumsey, Chief Compliance Officer

James Sandoval

Kiaton Ly

Pacific Global Advisors LLC and Cadence Capital Management LLC

Kimberly Voss, Chief Compliance Officer

 

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APPENDIX 

3. APPROVED BROKERS

1. Ameriprise Financial Services Inc

2. Charles Schwab & Co

3. Chase Investment Services Corp

4. Citigroup Global Markets

5. Davenport Company LLC

6. E*Trade Financial

7. Edward Jones

8. Fidelity Investments

9. Folio Investing

10. Interactive Brokers

11. J.P. Morgan Securities

12. J.P. Morgan Private Bank

13. Merrill Lynch

14. Morgan Stanley Smith Barney

15. Motif Investing

16. MSW Financial Partners

17. Options Express

18. Raymond James

19. Scott & Stringfellow

20. Scottrade

21. Stifel Nicolaus

22. T. Rowe Price

23. TD Ameritrade

24. UBS Financial Services

25. USAA Investment Management Company

26. Vanguard Brokerage Services

27. Wells Fargo Advisors

 

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LOGO

CODE OF ETHICS

Ariel Investment Trust, Ariel Investments, LLC and Ariel Distributors, LLC

As Amended December 31, 2018

A. Applicability

Ariel Personnel – You are subject to this Code of Ethics (“Code”) if you are an employee or officer of Ariel Investments, LLC (“Ariel”), Ariel Distributors, LLC (“Distributor”) or Ariel Capital Management Holdings, Inc. (“ACM Holdings”). Consultants or interns for these entities may be subject to this Code as determined by Ariel’s Chief Compliance Officer.

Disinterested Trustees – Disinterested Trustees of Ariel Investment Trust (“Trust”) are access persons of each series of the Trust (“Trust Fund”). If you are a Disinterested Trustee, you are subject to Code Section B “Governing Principles” with respect to the Trust Funds. You are not subject to Code Sections D, F, G and H. You are also not subject to Code Section E except for Section E.8 which sets forth your Code reporting obligations.

Disinterested Directors – Disinterested Directors of ACM Holdings are access persons of all Clients. If you are a Disinterested Director, you are subject to Code Section B “Governing Principles” with respect to all Clients. You are not subject to Code Sections D, F, G and H. You are also not subject to Code Section E except for Section E.9 which sets forth your Code reporting obligations.

Ariel Entities – Ariel, the Distributor and ACM Holdings are subject to all sections of the Code pertaining to their respective investments in securities.

B. Governing Principles

At all times, the interests of our Clients/Trust Funds must come first. To that end, you must:

 

   

Be vigilant in maintaining the integrity of our business by promoting ethical conduct, creating a culture of compliance and avoiding any actual or potential conflicts of interest or any abuse of our position of trust and responsibility in our activities;

 

1


   

Comply with applicable securities laws and regulations;1 and

 

   

Conduct your personal securities transactions and other activities in a manner consistent with, and in compliance with, this Code, which includes our Insider Trading Policy and Procedures set forth in Exhibit A.

In connection with a purchase or sale, directly or indirectly, of a Security Held or to Be Acquired by any Client/Trust Fund, you may not:

 

   

Employ any device, scheme or artifice to defraud any Client/Trust Fund;

 

   

Make any untrue statement of a material fact to, or omit to state a material fact to, any Client/Trust Fund;

 

   

Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Client/Trust Fund; or

 

   

Engage in any manipulative practice with respect to any Client/Trust Fund.

C. Definitions

1. Reportable Security. The term “Reportable Security” means any:

 

   

Stock;

 

   

Shares of any mutual fund advised or sub-advised by Ariel (“Ariel-advised mutual funds” which include the following Trust Funds: Ariel Fund, Ariel Appreciation Fund, Ariel Focus Fund, Ariel Discovery Fund, Ariel International Fund and Ariel Global Fund);

 

   

Shares of any closed-end fund (a limited structured fund that raises a fixed amount of capital through an initial public offering traded on a stock exchange) or exchange-traded fund (“ETF”);

 

   

Shares of any “Limited Offering” (as defined in Section C.13);

 

   

Interests in limited partnerships and limited liability companies, generally;

 

   

Note;

 

   

Treasury stock;

 

   

Security future;

 

   

Bond, debenture or evidence of indebtedness;

 

   

Municipal bond or interest in a Section 529 plan;

 

   

Certificate of interest or participation in any profit-sharing agreement;

 

   

Collateral-trust certificate, voting-trust certificate, pre-organization certificate, or subscription;

 

   

Transferable share;

 

   

Investment contract (which may include an interest in a limited partnership or a limited liability company);

 

   

Certificate of deposit for a security versus a certificate of deposit offered by a bank;

 

1 

These securities laws and regulations include the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934, the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (the “Advisers Act”), all other applicable Federal securities laws (as defined in Rule 38a-1 of the 1940 Act and Rule 204A-1 of the Advisers Act), and applicable rules of the Financial Industry Regulatory Authority.

 

2


   

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), including those entered into on a national securities exchange relating to foreign currencies;

 

   

In general, any interest or instrument commonly known as a “security;”

 

   

Certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing; and/or

 

   

Initial coin offering, which is an offering involving the exchange of currency for a digital asset, such as bitcoin. These offerings can be structured as either an “initial public offering” or a “limited offering.” Which of these two terms applies to an individual initial coin offering will be based upon the definitions of those terms as written in this Code.

Reportable Security does not include:

 

   

Direct obligations of the U.S. Government, such as U.S. bonds or treasuries;

 

   

Bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments (including repurchase agreements);

 

   

Shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies (such as some variable annuities or other variable life insurance products) where none of the open-end investment companies are advised or sub-advised by Ariel; and/or

 

   

Shares of registered open-end investment companies or series where Ariel does not act as an investment adviser or sub-adviser.

Special Note: “Open-end investment companies” are commonly referred to as “mutual funds” and can be distinguished from closed-end funds and ETFs based on the fact that open-end investment companies, unlike closed-end funds and ETFs, stand ready to redeem their shares and typically do not trade on a stock exchange.

2. Reportable Account. A Reportable Account is an account at a broker, dealer, bank or other financial institution in which transactions in Reportable Securities may be executed. These accounts include Section 529 plans and retirement plan accounts, such as 401(k) and 403(b) plans, if the account is self-directed and can execute transactions in a Reportable Security.

Special Note: A Reportable Account does not include an account held directly with an open-end investment company that is not advised or sub-advised by Ariel (e.g., a direct account with the Longleaf Funds).

3. Advisory Person or You. An Advisory Person or You refers to:

 

   

Any director, trustee, officer or employee of Ariel, ACM Holdings, the Trust or the Distributor;

 

3


   

Any natural person in a control relationship to Ariel, the Trust, the Distributor, or ACM Holdings who obtains information concerning purchases or sales of a Security Held or to Be Acquired (as defined in Section C.15 below) by a Client; and

 

   

ACM Holdings, Ariel and the Distributor.

4. Ariel Separate Account. Ariel Separate Account refers to accounts that are:

 

   

Separately managed by Ariel on your behalf as a Client (or on behalf of a member of your “immediate family” living in the same household as defined directly below);

 

   

Traded and managed in accordance with Ariel’s investment strategies; and

 

   

Subject to Ariel’s trading procedures.

5. Beneficial Ownership. You have a “Beneficial Ownership” of a Reportable Security or Reportable Account when you, or a member of your “immediate family” living in the same household, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

 

   

Investment power or discretion in respect to:

 

   

A Reportable Security (the power or discretion to direct the purchase or sale of a Reportable Security) or

 

   

A Reportable Account; or

 

   

The opportunity, directly or indirectly, to profit or share in the gains, losses, dividends, or interest obtained from:

 

   

A Reportable Security transaction or holding or

 

   

From transactions or holdings in a Reportable Account.

“Immediate family” means son, daughter (including a legally adopted child) or any descendants of either, stepson or stepdaughter, son-in-law, daughter-in-law, father or mother or any ancestor of either, stepfather or stepmother, mother-in-law or father-in-law, siblings or siblings-in-law, and spouse or “domestic partner.”

“Domestic partner” means a person, 18 years of age or older:

 

   

To whom you are neither married nor related;

 

   

With whom you live in the same residence and intend to do so indefinitely; and

 

   

With whom you have an exclusive committed relationship.

6. Client. A “Client” refers to any person or entity for which Ariel manages investments or otherwise acts as investment adviser, including all Ariel-advised mutual funds.

 

4


7. Chief Compliance Officer. “Chief Compliance Officer” refers to Ariel’s Chief Compliance Officer.2

8. Control. “Control” means the power to exercise a controlling influence over a company’s management or policies, unless such power is solely the result of an official position with that company. Any person who beneficially owns more than 25% of the voting securities of a company is presumed to control such company, unless the Chief Compliance Officer decides otherwise.3

9. Directly or Indirectly. For purposes of the prohibition in Section B on purchases or sales of Reportable Securities, “directly or indirectly” refers to any transaction involving

 

   

Any other securities of the same issuer; and

 

   

Any derivative security or other instrument relating to the same security or any other security of the same issuer, including any option to purchase or sell the security, any security convertible into or exchangeable into the security, and any related futures contract.

10. Discretionary Account. “Discretionary Account” means a Reportable Account over which:

 

   

You or a Family Member has no direct or indirect influence or control; and

 

   

A person or entity not subject to the Code has sole investment power.

11. Disinterested Trustee or Director. The term “Disinterested Trustee or Director” includes an independent Trustee of the Trust and an independent Director of ACM Holdings.4

12. Family Member. The term “Family Member” means a member of your immediate family sharing your household. “Immediate family” is defined in Section C.5 above.

13. Limited Offering. The term “Limited Offering” means an offering that is exempt from registration with the Securities and Exchange Commission. Examples of limited offerings include private placements and interests in limited partnerships and limited liability companies.

 

 

 

 

2 

In the event that Ariel’s Chief Compliance Officer has a conflict, is unavailable or unable to act, then the following people, in the following order, will assume the role of “Chief Compliance Officer”: Ariel’s General Counsel; Ariel’s President; or any Ariel Executive Vice President not involved in the proposed transaction.

3 

Please note that beneficial ownership may be either direct or through one or more controlled companies.

4 

An independent Trustee is a trustee who is not an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act. An independent Director is a director (i) who is not an “interested person” of Ariel within the meaning of Section 2(a)(19)(B) of the 1940 Act for any reason other than as a director of ACM Holdings and as an owner of direct or beneficial interests in ACM Holdings or Ariel (but owner of no more than 5% of ACM Holdings’ or Ariel’s outstanding voting securities), and (ii) who has no involvement with the day-to-day operations of Ariel, ACM Holdings, the Distributor or the Trust.

 

5


14. Purchase or Sale of a Reportable Security. The term “Purchase or Sale of a Reportable Security” includes, among other things, the writing of an option to purchase or sell a Reportable Security, and the exercise of that option.

15. Security Held or to Be Acquired. “Security Held or to Be Acquired” by any Client means:

 

   

Any Reportable Security which, within the most recent 15-day period is or has been:

 

   

Held by any Client in any Ariel strategy; or

 

   

Considered by Ariel for purchase or sale by any Client in any Ariel strategy; and

 

   

Any option to purchase or sell, and any security convertible into or exchangeable for, any Reportable Security described in the bullet point above.

A Reportable Security is or has been considered for purchase or sale when, within the most recent 15-day period, a recommendation to purchase or sell a Reportable Security has been made and communicated and remains in effect and, with respect to the person making the recommendation, the point in time when such person seriously considers making such a recommendation.

The “most recent 15-day period” when analyzing actual purchases or sales of Reportable Securities is the seven calendar days before or after the transaction.

D. Prohibited Actions Relating to Reportable Securities Applicable to Ariel Personnel and Entities

1. These prohibitions apply to all Reportable Securities in which you have Beneficial Ownership.

2. Purchases or Sales by Advisory Persons of a Security Held or to Be Acquired by or for Any Client. You may not purchase or sell any Security Held or to be Acquired by or for any Client unless the Chief Compliance Officer has determined that:

 

   

The purchase or sale of such security is de minimis; and

 

   

There are no pending client orders for the same security.

A transaction generally will be deemed de minimis if the transaction, aggregated with all your transactions in the same (or equivalent) security during the thirty (30) days prior to the request, involves fewer than 500 shares with a market value of $25,000 or less in an issuer with a market capitalization of $5 billion or more.

3. Inducing a Client to Take Action. You may not intentionally induce or cause any Client to take action or to fail to take action, in order to obtain a personal benefit. For example, you may neither have a Client purchase a Reportable Security you own in order to support or drive up the security’s price, nor stop a Client from selling a Reportable Security in order to protect the value of your investment.

 

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4. Personal Profit from Knowledge of Client Transactions. You may not use actual knowledge of Client transactions to profit from such transactions.

5. Failure to Make Recommendations. You may not intentionally fail to consider the purchase of, or fail to purchase, a Reportable Security for a Client in order to avoid the appearance of a conflict arising from a personal transaction in that security.

6. Prohibition of Certain Short-Term Trading. You may not:

 

   

Profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Reportable Securities (excluding Ariel-advised mutual fund shares) within sixty (60) calendar days after the trade date;

 

   

Sell, redeem or exchange shares of Ariel-advised mutual funds within sixty (60) calendar days after buying such shares;

 

   

Write an option on a Reportable Security if the option will expire in less than sixty (60) days; or

 

   

Exercise an option on a Reportable Security within sixty (60) days of purchase of the option.

E. Reporting and Prior Approvals

1. These reporting and prior approval provisions apply to all Reportable Securities and Reportable Accounts in which you have Beneficial Ownership.

2. Initial and Annual Disclosure.

 

   

Within ten (10) days of becoming an Advisory Person, you must:

 

   

Report all your Reportable Accounts and holdings of Reportable Securities as of a date no more than 45 days prior to the date on which you became an Advisory Person; and

 

   

Execute the Code of Ethics Certification (Exhibit C).

 

   

On an annual basis, you must:

 

   

Report no later than January 30 all your Reportable Accounts and holdings of Reportable Securities as of December 31; and

 

   

Execute the Code of Ethics Certification (Exhibit C).

Special Note: As indicated in Section E.6 below, you are limited to having Reportable Accounts at only certain firms acceptable to the Chief Compliance Officer.

3. Duplicate Transaction Confirmations and Account Statements. You must provide the Chief Compliance Officer with duplicate copies of transaction confirmations and account statements pertaining to all your Reportable Accounts. These confirmations and account statements are due no more than thirty (30) days after they become available to you.

 

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4. Quarterly Reporting. You must report no later than thirty (30) days after the end of each calendar quarter to the Chief Compliance Officer:

 

   

All your transactions in Reportable Securities that took place during the prior calendar quarter; or

 

   

If no such transactions took place, the fact that no such transactions took place.

5. Prior Approval of the Purchase and Sale of Reportable Securities. You must obtain prior written approval of the Chief Compliance Officer before executing the purchase or sale of any Reportable Security. The Chief Compliance Officer has discretion to place conditions on such approvals. Unless otherwise determined by the Chief Compliance Officer, all approvals expire at the close of the business day following the date of approval.

 

   

Prior Approval of Initial Public Offerings and Limited Offerings. In reviewing requests for approval of a transaction involving an initial public offering or Limited Offering, the Chief Compliance Officer will take into account, among other factors, whether the investment opportunity should be reserved for Clients and whether the opportunity is being offered to you by virtue of your position with the Trust or Ariel. If you have received approval to acquire these Reportable Securities, you must disclose such investments whenever you are involved in Ariel’s subsequent consideration of these investments for any Client.

 

   

Exemption for Purchases, Sales, Redemptions, or Exchanges of Ariel-Advised Mutual Fund Shares and Municipal Securities (including Section 529 Plan Interests). Your purchase, sale, redemption, or exchange of Ariel-advised mutual fund shares or municipal securities (including Section 529 Plan Interests) does not require the prior approval of the Chief Compliance Officer, provided that you report such transaction in your quarterly transaction report, as required by Section E.4 above.

6. Opening Reportable Accounts – Prior Approval and Reporting. You must obtain prior written approval of the Chief Compliance Officer before opening a Reportable Account.

Limitation of Securities Firms. Generally, you are limited to Reportable Accounts at only certain firms acceptable to the Chief Compliance Officer. For a current list of these firms, please see the Chief Compliance Officer.

Accounts Requiring Reporting. For the following accounts, you must report the account opening to the Chief Compliance Officer on the same day as the account’s inception (you do not need to obtain prior approval):

 

   

A direct account with any Ariel-advised mutual fund (i.e., an account in which you can buy, sell, redeem or exchange shares of the Ariel-advised mutual funds only);

 

   

Any account in which only transactions in municipal securities are permitted (such as Section 529 plans);

 

   

A compensation or retirement plan connected with employment (such as 401(k) and stock option plans);

 

   

IRA account transfers;

 

   

Changes to the registered name on an account; and

 

   

Transfers to a living trust for the benefit of a shareowner or your spouse.

 

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Special Note: The only compensation or retirement plans that need be reported are those plans in which the plan participant has the option of investing in any Reportable Security. For example, if your spouse has a 401(k) plan that can only invest in open-end mutual funds excluding Ariel-advised mutual funds, then you do not need to report that account.

7. Reporting Code Violations. You must report promptly to the Chief Compliance Officer any and all Code violations, regardless of whether you are responsible for the violation. Failure to report any Code violation is itself a Code violation.

8. Reporting Obligations of Disinterested Trustees

 

   

Code of Ethics Certification – Within ten (10) days of being designated a Disinterested Trustee, and thereafter on an annual basis, each Disinterested Trustee must execute the Code of Ethics Certification for Disinterested Trustees, including the affirmation that he or she has read the Code and understands that it applies to him or her (Exhibit C).

 

   

Transaction Reporting Requirements – No later than 30 days after the end of each calendar quarter, each Disinterested Trustee must report to the Chief Compliance Officer any transaction executed during such calendar quarter in a Reportable Security in which such Disinterested Trustee had a Beneficial Interest if the Disinterested Trustee knew, or in the ordinary course of fulfilling his or her official duties as an independent trustee should have known, that during the 15-day period immediately before or after the date of such transaction:

 

   

A Trust Fund purchased or sold such Reportable Security, or

 

   

Ariel considered purchasing or selling such Reportable Security for a Trust Fund.

No reporting requirement exists if a Disinterested Trustee purchases a security and then subsequently learns that Ariel, within the 15-day reporting period, purchased, sold or considered a purchase or sale of the same security for a Trust Fund.

9. Reporting Obligations of Disinterested Directors

 

   

Code of Ethics Certification – Within ten (10) days of being designated a Disinterested Director, and thereafter on an annual basis, each Disinterested Director must execute the Code of Ethics Certification for Disinterested Directors, including the affirmation that he or she has read the Code and understands that it applies to him or her (Exhibit C).

 

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Transaction Reporting Requirements – No later than 30 days after the end of each calendar quarter, each Disinterested Director must report to the Chief Compliance Officer any transaction executed during such calendar quarter in a Reportable Security in which such Disinterested Director had a Beneficial Interest if the Disinterested Director knew, or in the ordinary course of fulfilling his or her official duties as an independent director should have known, that during the 15-day period immediately before or after the date of such transaction:

 

   

A Client purchased or sold such Reportable Security, or

 

   

Ariel considered purchasing or selling such Reportable Security for a Client.

No reporting requirement exists if a Disinterested Director purchases a security and then subsequently learns that Ariel, within the 15-day reporting period, purchased, sold or considered a purchase or sale of the same security for a Client.

F. Exempt Transactions

1. The prohibitions of Section D and the obligations imposed by Sections E.4 and E.5 do not apply to:

 

   

Involuntary Transactions. Purchases or sales of securities that are non-volitional on the part of either the Advisory Person or a Client;

 

   

Dividend Reinvestments. Purchases that are part of an automatic dividend reinvestment plan;

 

   

Pro Rata Rights. Purchases effected upon the exercise of rights issued by the issuer proportionately to all holders of a class of its securities and sales of such rights so acquired;5 or

 

   

Systematic Investment Plans. Purchases or sales transacted through a systematic (or automatic) plan involving predetermined amounts on predetermined dates.

2. Exemption for Discretionary Accounts and Ariel Separate Accounts. The prohibitions of Section D, the reporting obligations imposed by Sections E.3, E.4 and E.5, and the reporting obligations imposed by Section E.2 relating only to Reportable Securities do not apply to any Discretionary Account or Ariel Separate Account. To qualify for this exemption:

 

   

You must report your Discretionary Account(s) or Ariel Separate Account as required by Section E.2 of the Code, but need not report the securities held in these accounts;

 

   

You must request the Chief Compliance Officer’s written approval to open any new Discretionary Account(s) or Ariel Separate Account as required by Section E.6 of the Code;

 

   

With respect to Discretionary Accounts only, you must provide initial and annual certifications as described in the Supplemental Procedures for “Blind” Trusts and Discretionary Accounts attached as Exhibit B; and

 

 

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This exemption applies only to the extent such rights were acquired from such issuer.

 

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With respect to Ariel Separate Accounts for which you serve as a portfolio manager, you must obtain prior written approval of the Chief Compliance Officer:

 

   

To make any transactions in your Ariel Separate Account that are different from transactions made for other Clients invested in the same strategy; or

 

   

To refrain from making transactions in your Ariel Separate Account that you are making for other Clients invested in the same strategy.

3. Exemption for Purchases and Sales of Units of Ariel and Shares of ACM Holdings. The reporting obligations imposed by Sections E.2 through E.6 do not apply to the purchase or sale of Ariel units and shares of ACM Holdings. Nevertheless, within 30 days after each quarter end, Ariel’s Finance Department will provide the Chief Compliance Officer with a list of:

 

   

Your transactions in Ariel units and ACM Holdings shares during the prior quarter; and

 

   

Your holdings in Ariel units and ACM Holdings shares.

4. Exemption for Purchases and Sales of Reportable Securities in Ariel Employees’ Profit Sharing and Savings Plan & Trust. The reporting obligations imposed by Sections E.2 through E.6 do not apply to the purchase or sale of Reportable Securities in Ariel Employees’ Profit Sharing and Savings Plan & Trust (the “Profit Sharing Plan”). Nevertheless, within 30 days after each quarter end, Ariel’s Finance Department will provide the Chief Compliance Officer with a list of all the Profit Sharing Plan’s transactions in Reportable Securities during the prior quarter. Additionally, within 30 days after each year end, Ariel’s Finance Department will provide the Chief Compliance Officer with a list of all employees’ Profit Sharing Plan holdings in Reportable Securities as of December 31.

Special Note: The Profit Sharing Plan is Ariel U.S. based employees’ 401(k) plan. This exemption is applicable only to Ariel’s U.S. based employees.

5. Limited Exemption for Exercise of Options Received as Compensation Followed by Sale of Resulting Shares. The prohibitions of Section D.7 (short-term trading’s 60 day rule) do not apply to the exercise of a company’s options received as compensation followed by the sale of the resulting company shares within sixty calendar days after exercising the options so long as:

 

   

The company shares at issue are currently not a Security Held or to Be Acquired by any Client; and

 

   

You obtain prior written approval of the Chief Compliance Officer pertaining to these transactions in accordance with Section E.5.

G. Gifts and Entertainment

1. The giving or receiving of gifts or business entertainment could give rise to a potential or actual conflict of interest, such that the gift or entertainment is provided as a kickback or quid pro quo.

 

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2. Definitions for the purposes of this section:

 

   

“Ariel Business Partner” is a Client, prospective Client or any person or entity that does or seeks to do business with or on behalf of Ariel or the Distributor.

 

   

“Gift” is any item, service or accommodation of value. A gift can include meals, refreshments, goods, services, and tickets to entertainment or sporting events. Promotional items of nominal value that are widely distributed and display a gift giver’s logo, such as golf balls, shirts, towels, and pens, do not fall within the definition of “gift.”

 

   

“Business entertainment” is generally in the form of a social event, hospitality event, meal, leisure activity or event of like nature or purpose in which an Ariel employee is in attendance as the host and an Ariel Business Partner is in attendance as the guest, or vice versa.

3. No Ariel or Distributor employee may accept gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to any person or firm.

4. No Ariel or Distributor employee may give or accept:

 

   

Any cash gifts or cash equivalent gifts (e.g., an American Express gift certificate) to or from any Ariel Business Partner; or

 

   

Any non-cash gift having a value of more than $100 to or from any Ariel Business Partner.6

 

   

Extravagant or excessive business entertainment to or from any Ariel Business Partner. Ariel or Distributor employees may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present. If you have questions as to whether entertainment is extravagant or excessive, please consult with the Chief Compliance Officer.

5. The provision of gratuities to service providers to whom providing gratuities is customary is excluded from these gift-giving prohibitions.

6. Foreign, federal, state, and local laws and clients may limit or prohibit Ariel or Distributor employees from giving gifts, entertainment, or other payments. For example:

 

   

State and local ethics laws, regulations or rules may limit or prohibit the giving of gifts, entertainment or other payments to various state or local governmental entities, agencies and employees;

 

   

The U.S. Department of Labor’s ERISA law limits gifts, entertainment or payments to ERISA plans, or certain persons associated with such plans to not more than $250 per person per year.

 

 

6 

The Distributor’s registered representatives and principals are limited to giving non-cash gifts of not more than $100 per person per year.

 

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The U.S. and some foreign governments prohibit gifts, entertainment or payments to foreign government officials.

 

   

A Client may have supplied Ariel with its internal policy relating to the giving of gifts or entertainment to their employees, agents or representatives.

Ariel and Distributor employees should consult with the Chief Compliance Officer before giving gifts, entertainment or other payments to these persons or entities.

7. Reporting: All Ariel and Distributor employees are required to report gifts and business entertainment received and given as outlined in guidelines provided by separate memorandum.

8. Prior to giving gifts or business entertainment to the Trust’s independent trustees, Ariel, the Distributor or these entities’ employees must obtain the prior written approval of the Trust’s Chief Compliance Officer.

H. Outside Employment

1. Before accepting outside employment, which includes any business activity for which the employee receives compensation (‘Outside Employment”), all Ariel and Distributor employees must obtain prior written approval from the Chief Compliance Officer and others, as outlined in guidelines provided in Ariel’s Employee Handbook. In evaluating requests for Outside Employment, the Chief Compliance Officer will consider the following, among other, factors:

 

   

Whether the Outside Employment creates an actual or potential conflict of interest;

 

   

Whether the purpose and duties of the Outside Employment is consistent with Ariel’s and the Distributor’s business;

 

   

Whether there is a risk that Ariel or the Distributor will be seen as associated with the Outside Employment; and

 

   

Whether employee will be involved in the financial decisions of the outside employer and the resulting risks to Ariel and the Distributor.

Annually, all Ariel and Distributor employees must report all such outside business activities via a certification process initiated by the human capital and compliance teams.

2. Service as a Director of a Publicly Traded Company. Ariel employees may serve on the board of directors of any publicly traded company only if the employee obtains prior written approval from the Chief Compliance Officer. The Chief Compliance Officer’s approval will be based upon a determination that such service is not inconsistent with the interests of any Client. Note that Ariel’s policy is to prohibit the purchase, on behalf of clients, of those securities issued by a company for which an Ariel employee serves as a director. The Chief Compliance Officer will provide relevant Ariel staff with a list identifying those securities subject to this prohibition.

 

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I. Enforcement and Sanctions

1. Penalties for Violations of this Code. The Chief Compliance Officer will take any action he/she deems appropriate against any Advisory Person who violates any provision of this Code. Such action may include:

 

   

An oral reprimand, a written censure, fines (imposed in accordance with the Code’s penalty floor guidelines detailed by separate memorandum), the disgorgement of profits or the payment of avoided losses, requiring the sale of an improperly purchased security; and

 

   

A recommendation to the appropriate executive officer(s) and/or the Trust’s Board of Trustees and ACM Holdings’ Board of Directors that the Advisory Person’s duties be limited or that the Advisory Person be suspended or removed from office or have his employment terminated.

2. Reporting Code Violations to the Trust’s Board of Trustee’s and ACM Holdings’ Board of Directors. Each violation of this Code will be reported to the Trust’s Board of Trustees and ACM Holdings’ Board of Directors at or before the respective Board’s next regular meeting. The Trust’s Board of Trustees and ACM Holdings’ Board of Directors may impose sanctions in addition to those imposed by the Chief Compliance Officer.

3. Safe Harbor from Sections E.5 and D.2 Violations. The Chief Compliance Officer may make a written determination that an Advisory Person who sold a de minimis position of a Reportable Security without obtaining prior approval did not violate Section E.5 of the Code and, if the Security is Held or to Be Acquired, Section D.2 of the Code. To qualify for this determination, the sale must meet the de minimis requirements set forth in Section D.2 of the Code.

J. Administration of the Code

1. Administration of the Code. The Chief Compliance Officer will administer the Code, using reasonable diligence and instituting procedures reasonably necessary to prevent Code violations. Among other things, the Chief Compliance Officer will review reports submitted by Advisory Persons against pre-clearance requests, transaction confirmations and account statements on a quarterly basis, and look for unusual or very large trades, which may indicate insider trading.

2. Recordkeeping. The Chief Compliance Officer will maintain a record of all Code violations, and of any action taken as a result of the violation. The record of violations will be maintained for five years in an easily accessible place.

3. List of Advisory Persons. The Chief Compliance Officer will prepare a list of the Advisory Persons, update the list as necessary, and maintain former lists.

4. Notice of Code Amendments to the Code. The Chief Compliance Officer will provide you with all Code amendments, and you will acknowledge receipt of all amendments.

 

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5. Exceptions and Exemptions. The applicable Chief Compliance Officer(s) or the Trust’s Board of Trustees, may grant an exception to or exemption from this Code to any person, transaction or series of transactions, provided that the exception or exemption is not contrary to the mandatory requirements of the 1940 Act or the Advisers Act. Exceptions or exemptions must be in writing and specify the Code section(s) from which the person, transaction or series of transactions is excepted or exempted, the reasons for the exception or exemption and any conditions related to the exception or exemption.

6. Annual Report. At least once a year, the Chief Compliance Officer will furnish to the Trust’s Board of Trustees and ACM Holdings’ Board of Directors, and the respective Boards will consider, a written report that:

 

   

Considers the Code’s adequacy and the effectiveness of its implementation;

 

   

Describes any issues arising under the Code since the last annual report, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations; and

 

   

Certifies that the Trust, Ariel and the Distributor have adopted procedures reasonably necessary to prevent violations.

7. Changes to the Code. The Trust’s Board of Trustees (including a majority of the Disinterested Trustees voting separately) will consider and determine whether to approve any material change to this Code at its next regular Board meeting after such change, and in no event more than six (6) months thereafter.

8. Maintaining Copies of Versions of the Code. A copy of each version of the Code will be maintained for five (5) years in an easily accessible place.

9. Disclosure. The Code will be described in Ariel’s Form ADV, Part 2A, and a copy of the Code will be provided to any Client or prospective Client upon request.

 

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EXHIBIT A

INSIDER TRADING POLICY AND PROCEDURES

1. Insider Trading Policy

All directors, trustees, officers or employees of the Trust, Ariel and the Distributor are prohibited from trading in any security, either personally or on behalf of others, including Ariel Clients such as the Trust, on the basis of material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading.” Federal securities laws prohibit insider trading and such laws may extend to activities within and outside your duties at the Trust, Ariel or the Distributor.

Ariel employees must notify the Chief Compliance Officer immediately if they have any reason to believe that a violation of this policy has occurred or is about to occur. Employee questions regarding this policy should be referred to the Chief Compliance Officer.

The term “insider trading” generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an “insider”) or to communication of material nonpublic information to others.

The law concerning insider trading is generally understood to prohibit:

 

   

Trading by an insider, while in possession of material nonpublic information; or

 

   

Trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

 

   

Communicating material nonpublic information to others.

Who is an Insider?

The concept of “insider” is broad, and includes a company’s officers, directors, trustees, and employees. Each director, trustee, officer, or employee of the Trust, Ariel and the Distributor is considered an insider of his or her respective company or companies.

A person can be a “temporary insider” if he enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. Additionally, Ariel or the Distributor may become a temporary insider of a company they advise or for which they perform other services. To be an insider, the company must expect the outsider to keep the disclosed nonpublic information confidential, and the company’s relationship with an insider must at least imply such a duty.

 

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What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. “Material Information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities.

Information that should be considered as material includes, but is not limited to: dividend changes, earnings estimates, 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 deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. Moreover, advance reports of securities to be bought or sold by a large, influential institutional investor, such as the Trust, may be deemed material to an investment in those portfolio securities.

Advance knowledge of important proposed government regulation, for example, could also be deemed material information regarding companies in regulated industries.

What is Nonpublic Information?

Information is nonpublic until it has been broadly distributed to the public market place. For example, information is public after it has become available to the general public through a public filing with the Securities and Exchange Commission or some other governmental agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation or the internet, and after sufficient time has passed so that the information has been widely distributed.

Penalties for Insider Trading.

Civil and criminal penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

 

   

Civil injunctions

 

   

Treble damages

 

   

Disgorgement of profits

 

   

Jail sentences

 

   

Fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and

 

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Fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, employee violations of this policy can be expected to result in serious sanctions by Ariel and the Distributor, including dismissal.

2. Identifying Inside Information

Before any Ariel employee covered by this policy executes any trade for the employee or on the behalf of others, including the Trust, in the securities of a company about which the employee may have potential inside information, the following questions should be considered:

 

   

Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

 

   

Is the information nonpublic? How was the information obtained? To whom has this information been provided? Has the information been disseminated broadly to investors in the marketplace by being published in Reuters, The Wall Street Journal or other publications of general circulation? Is it on file with the Securities and Exchange Commission?

If, after consideration of the above, it is found that the information is material and nonpublic, or if the person has questions as to whether the information is material and nonpublic, Ariel employees should take the following steps before any trade is executed:

 

   

Report the matter immediately to the Chief Compliance Officer;

 

   

The securities should not be purchased or sold by the person or on behalf of others, including a Client;

 

   

The information should not be communicated inside or outside Ariel, other than to the Chief Compliance Officer; and

 

   

After the issue has been reviewed, the Chief Compliance Officer will instruct the person as to whether to continue the prohibitions against trading and communication, or allowing the trade and communication of the information.

Disinterested Trustees and Disinterested Directors are encouraged to discuss any questions regarding potential inside information relating to Ariel or the Trust with counsel for Ariel, the Trust or Independent Trustees.

3. Contacts with Public Companies

Contacts with public companies represent an important part of Ariel’s research efforts. Ariel may make investment decisions on the basis of the firm’s conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, an Ariel employee or other person subject to this policy becomes aware of material, nonpublic information. This could happen, for example, if a company’s Chief Financial Officer prematurely discloses quarterly results to the analyst or an investor relations representative makes a selective

 

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disclosure of adverse news to a handful of investors. In such a situation, Ariel must make a judgment as to its further conduct. For the protection of the company and its employees, the Chief Compliance Officer should be contacted if an employee believes that Ariel or its employees have received material, nonpublic information.

4. Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations 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 Securities and Exchange Commission has adopted a rule which expressly forbids trading and “tipping” while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Persons subject to this policy should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

 

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EXHIBIT B

SUPPLEMENTAL PROCEDURES FOR DISCRETIONARY ACCOUNTS

The following procedures govern the Code’s requirements for Discretionary Accounts.

1. Accounts qualifying as Discretionary. To qualify as a Discretionary Account, you and the trustee, broker or adviser (“third party manager”) for the account will agree that you or your Family Member will not have any direct or indirect influence or control over the account. You or your Family Member may, however: (a) inform the third party manager of general investment objectives, such as a need for income, the degree of risk tolerance, and general mix and asset allocation guidelines; and (b) receive confirmation statements or monthly statements in regular course after transactions are effected. You or your Family Member may not either direct or suggest to the third party manager any purchases or sales of investments, or consult with the third party manager as to the particular allocation of investments to be made in the account.

2. Prior Approval of these Accounts Required. In order to be exempt from the provisions outlined in paragraph 3 below, you must obtain prior written approval of the Chief Compliance Officer before opening a Discretionary Account. You should discuss the proposed account with the Chief Compliance Officer, who will review the identity of the account holder; the identity of the trustee, broker or adviser having investment discretion; and the written terms of the arrangement.

3. Code Exemptions for Approved Discretionary Accounts. An approved Discretionary Account relieves you ONLY from the prohibitions of Section D (other than the prohibitions of D.2) and the reporting obligations imposed by Sections E.3, E.4 and E.5, and the reporting obligations imposed by Section E.2 relating only to Reportable Securities. You are still subject at all times to general insider trading restrictions as well as the high fiduciary standards expected from all Advisory Persons.

4. Initial and Annual Certifications. You will initially and annually certify, in substantially the following form:

The undersigned certifies that, as of this day and for the period since the last certification or the establishment of the Discretionary Account, you or your Family Member has had no direct or indirect influence or control over any particular transaction made or to be made in the account and the third party manager has made all investment decisions without informing you or your Family Member as to the transaction until after the transaction has been effected.

5. Termination of Arrangements. If at any time you or your Family Member determines to exercise any influence or control over the account, including consulting with respect to any particular transaction, you must give prior notice to the Chief Compliance Officer. The account will then be subject to all provisions of the Code, and the exemptions in paragraph 3 of these procedures will be revoked.

6. Chief Compliance Officer Discretion. The Chief Compliance Officer has discretion to withhold approval of blind trust or discretionary accounts arrangements, or at any time to impose additional or different conditions on such accounts.

 

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EXHIBIT C

CODE OF ETHICS CERTIFICATION FOR EMPLOYEES

I acknowledge that I have received and read a copy of the Code of Ethics, as amended December 31, 2018, for Ariel Investment Trust, Ariel Investments, LLC and Ariel Distributors, LLC. I understand my responsibilities under the Code of Ethics and agree to comply with all of its terms and conditions. I further agree that my adherence to the Code of Ethics is a condition of employment with Ariel Investments, LLC. I will retain a copy of this Code of Ethics for future reference.

I further certify that I have complied with the requirements of the Code of Ethics, as amended December 31, 2018, and I have disclosed or reported all personal securities transactions and accounts required to be disclosed or reported pursuant to such Code of Ethics.

CODE OF ETHICS CERTIFICATION FOR DISINTERESTED TRUSTEES OR DIRECTORS

I acknowledge that I have received and read a copy of the Code of Ethics, as amended December 31, 2018. I understand my responsibilities under the Code of Ethics and agree to comply with all of its terms and conditions. I will retain a copy of this Code of Ethics for future reference.

I further certify that I have complied with the requirements of the Code of Ethics, as amended December 31, 2018, and I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to such Code of Ethics.

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CODE OF ETHICS

PARAMETRIC PORTFOLIO ASSOCIATES LLC

January 30, 2019


Table of Contents

 

I.   Overview

       3  

II. Standards of Business Conduct

       3  

III.  Personal Securities Transactions Policy and Procedures

       5  

A. Definitions

       5  

B. Applicability of the Policy

       8  

1.  Who is Covered

       8  

2.  What Accounts are Covered

       8  

C. Rules Applicable to All Access Persons

       9  

1.  Use of a Designated Broker

       9  

2.  Prohibited Practices

       9  

3.  Preclearance Requirements

       10  

4.  Exempt Transactions

       11  

5.  Restricted Transactions

       12  

6.  Reporting Requirements

       13  

7.  Managed Accounts

       14  

D. Additional Rules Applicable to Seattle Investment Personnel

       15  

1.  Requirement to Pre-Notify CCO of Personal Securities Transactions

       15  

2.  Blackout Periods and Restricted Securities Lists

       15  

E.  Administration

       15  

1.  Maintenance of List of Access Persons

       15  

2.  Review of Securities Reports

       15  

3.  Certifications by Access Persons

       16  

4.  Reports to Management and Trustees of Registered Investment Company Clients

       16  

5.  Recordkeeping Requirements

       16  

6.  Confidentiality

       17  

F.  Violations and Sanctions

       17  

 

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I. Overview

Parametric Portfolio Associates LLC (“Parametric”) is an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940. Parametric has adopted this written Code of Ethics (this “Code”) in accordance with Rule 204A-1 under the Investment Advisers Act and Rule 17j-1 under the Investment Company Act.

All Parametric directors, officers, employees and interns are considered to be Access Persons of Parametric and are subject to this Code. In addition, any supervised person, such as a consultant, contractor or temporary employee who has access to nonpublic information regarding the purchase or sale of securities in Parametric client portfolios or is involved in making securities recommendations, is considered an Access Person and is subject to this Code.

II. Standards of Business Conduct

Parametric is committed to setting the highest ethical standards with regard to the business conduct of its employees and Access Persons1. Parametric has adopted the following standards to promote an environment committed to ethical and professional excellence. By adhering to these standards and this Code, you will enable Parametric to develop and maintain the valued trust and confidence of its Clients and prospective clients.

As an Access Person of Parametric subject to this Code, you are expected to comply with the following standards of business conduct:

 

   

You must comply with all applicable laws and regulations, including federal securities laws;

 

   

You must comply with the fiduciary obligations outlined below; and

 

   

You must comply with this Code.

You have a duty to promptly report any violation or apparent violation of this Code to the CCO or a member of Parametric’s Compliance department (“Compliance”). This duty exists whether the violation or apparent violation is yours or that of another person subject to this Code. Retaliation against individuals who report violations or apparent violations of this Code in good faith is not permitted. Violators of this Code are subject to sanctions.

Nothing in this Code restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including without limitation, the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Commodities Futures Trading Commission, the Financial Industry Regulatory Authority, the Occupational Safety and Health Administration, the U.S. Congress, any other federal, state or local governmental agency or commission, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. This Code does not limit your right to receive an award from any Regulator that provides awards for information relating to a potential violation of law. You do not need prior authorization to engage in conduct

 

1 

Capitalized terms in this section are defined in section III.A - Definitions.

 

Parametric Code of Ethics – January 30, 2019    3 | Page


protected by this paragraph, and do not need to notify the CCO that you have engaged in such conduct. You recognize and agree that, in connection with any such activity outlined above, you must inform the Regulators, your attorney, a court or a government official that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information you came to learn during the course of your employment that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege and/or attorney work product doctrine. Parametric and its affiliates do not waive any applicable privileges or the right to continue to protect privileged attorney-client information, attorney work product, and other privileged information.

Please take notice that federal law provides criminal and civil immunity from federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

Fiduciary Obligations

You have a duty to act in utmost good faith with respect to each Client, and to provide full and fair disclosure of all material facts, particularly where the interests of Parametric may be in conflict with those of a Client. Parametric has a duty to deal fairly and act in the best interests of its Clients at all times. The following fiduciary principles govern your activities and the interpretation/administration of these rules:

 

   

The interests of Clients must be placed first at all times.

 

   

All of your personal Securities Transactions must be conducted consistent with the rules contained in this Code and in such manner as to avoid any actual or potential conflict of interest or any abuse of your position of trust and responsibility.

 

   

You should never use your position with Parametric, or information acquired through your employment, in your personal trading in a manner that may create a conflict—or the appearance of a conflict—between your personal interests and the interests of Parametric or its Clients. If such a conflict or potential conflict arises, you must report it immediately to the CCO.

In connection with providing investment advisory services to Clients, this includes avoiding any activity which directly or indirectly:

 

   

defrauds a Client in any manner;

 

   

misleads a Client, including any statement that omits material facts;

 

   

operates or would operate as a fraud or deceit on a Client;

 

   

functions as a manipulative practice with respect to a Client; and

 

   

functions as a manipulative practice with respect to securities.

These rules do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of this Code will not shield you from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to Clients.

 

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III. Personal Securities Transactions Policy and Procedures

 

A.

Definitions

Access Person includes (i) all directors, officers, employees and interns of Parametric; and (ii) any supervised person, such as a consultant, contractor and temporary employee, who has access to nonpublic information regarding the purchase or sale of securities in Client portfolios or is involved in making securities recommendations, as determined at the discretion of the CCO. Employees of Eaton Vance located in a Parametric office are also considered Access Persons under this Code.

Affiliated Fund includes each investment company registered under the Investment Company Act of 1940 for which Parametric acts as the investment adviser or sub-adviser. Parametric’s list of Affiliated Funds is maintained in StarCompliance. Please consult StarCompliance for the most current list of Affiliated Funds.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

Beneficial Interest with respect to Securities or a Securities Account generally means an interest where you or a member of your Immediate Family, directly or indirectly, (i) have investment discretion or the ability (including joint ability or discretion) to purchase or sell Securities or direct the disposition of Securities; (ii) have voting power over Securities, or the right to direct the voting of Securities; or (iii) have a direct or indirect financial interest in Securities (or other benefit substantially equivalent to ownership of Securities). For purposes of this Code, “beneficial ownership” shall be interpreted in the same manner as it would be under Section 16 of the Securities and Exchange Act, as amended, and the rules and regulations thereunder.

CCO means the Chief Compliance Officer of Parametric or another person designated to perform the functions of the Chief Compliance Officer under various provisions of this Code.

Client is any person or entity to which Parametric provides investment advisory services.

Closed-End Fund means any fund with a fixed number of shares and which does not issue and redeem shares on a continuous basis. While Closed-End Funds are often listed and trade on stock exchanges, they are not “Exchange Traded Funds” as defined below.

Control means with respect to (i) an entity, the power to exercise a controlling influence over the management or policies of the entity, unless such power is solely the result of an official position of such entity, (ii) an account, having investment discretion over the account, and (iii) an issuer (including an Affiliated Fund), a Beneficial Interest in more than 25% of the voting securities of the issuer.

Cryptocurrency means any virtual or digital representation of value, token or other asset in which encryption techniques are used to regulate the generation of such assets and to verify the transfer of assets, which is not a Security or otherwise characterized as a security under the relevant law. Cryptocurrencies that have been deemed by the U.S. Securities and Exchange Commission to be a Security are reportable under this Code and must be held with a Designated Broker.

Designated Broker means any one of the following broker-dealer firms that provide electronic data feeds to StarCompliance: Ameriprise Financial; Betterment; Charles Schwab; Citigroup; E*Trade; Edward Jones; Fidelity; Interactive Brokers; JP Morgan Chase; Merrill Lynch; Morgan Stanley; Raymond James; RBC Wealth Management; Stifel Financial; TD Ameritrade; UBS; USAA; Vanguard; and Wells Fargo. Additional broker-dealers may be added or removed from this list over time. The current list of Designated Brokers may be found in StarCompliance and on the Parametric Intranet.

 

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Exchange Traded Fund is a registered open-end investment company or unit investment trust that can be traded on an exchange throughout the day like a stock. Examples of Exchange Traded Funds include SPDR S&P 500 ETF (ticker: SPY), iShares MSCI Emerging Markets ETF (ticker: EEM), and PowerShares QQQ (ticker: QQQ).

Exchange Traded Note is a debt security traded on a national securities exchange that is not an investment company registered under the Investment Company Act of 1940. Examples of Exchange Traded Notes include SPDR Gold Shares (ticker: GLD) or iShares Silver Trust (ticker: SLV), grantor trusts, or exchange-traded limited partnerships.

Immediate Family of any person includes his or her spouse, domestic partner, children and relatives living in his or her primary residence, excluding temporary house guests.

Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934. As used in this Code, the term “Initial Public Offering” shall also mean a one-time offering of stock to the public by the issuer of such stock which is not an initial public offering.

Managed Account is an investment account in which you and your Immediate Family have no investment discretion or direct or indirect influence or control. No direct or indirect influence or control exists over an account where, for example, (a) you or your Immediate Family member is a grantor or beneficiary of a trust managed by a third-party trustee and he or she has limited involvement in trust affairs, or (b) the third-party manager (or other financial intermediary) acting as a third-party manager has discretionary investment authority over the account. However, direct or indirect influence or control will be deemed to exist where you or your Immediate Family member has discussions with the trustee or third-party manager that go beyond a summary, description or explanation of account positioning and/or activity. For example, any of the following actions by you or your Immediate Family member would qualify as direct or indirect influence or control over the account: (i) suggesting purchases or sales of investments to the trustee or third-party manager; (ii) directing the purchase or sale of Securities; or (iii) consulting with the trustee or third-party manager as to the purchase or sale of investments to be made in the account (including situations where the trustee or third-party manager requests input and/or permission from you or your Immediate Family member before entering into a transaction). Managed Accounts must be approved as such by the CCO (see section III.C.7—Managed Accounts).

Mid/Large Cap Issuer is an issuer of Securities with an equity market capitalization of $3 billion or more.

Mutual Fund means open-end investment company registered under the Investment Company Act of 1940 (and does not include closed-end investment companies). For the avoidance of doubt, Exchange Traded Funds and Closed-End Funds are not considered to be Mutual Funds under this Code.

Private Placement means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(5) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act of 1933. A Private Placement thus includes any offer to you to purchase any securities, whether stock, debt securities, or partnership interests from any entity, unless those securities are registered under the Securities Act of 1933 or the Investment Company Act of 1940 (that is, are publicly offered/publicly traded securities).

 

Parametric Code of Ethics – January 30, 2019    6 | Page


Seattle Investment Personnel includes all employees in the Portfolio Management, Trading and Research departments in Parametric’s Seattle office. Seattle office employees in other departments who may have access to pre-execution model portfolio transaction information may also be deemed Seattle Investment Personnel by the CCO for purposes of this Code. All Seattle Investment Personnel will be notified of such designation by the CCO.

Securities shall include anything that is considered a “security” as defined in Section 2(a)(36) of the Investment Company Act of 1940, including most kinds of investment instruments, including:

 

   

Stocks & bonds

 

   

Shares of Exchange Traded Funds

 

   

Shares of Closed-End Funds

 

   

Shares of Affiliated Funds

 

   

Exchange Traded Notes

 

   

Options on securities, on indexes and on currencies

 

   

Investments in all kinds of limited partnerships

 

   

Investments in unit investment trusts

 

   

Investments in real estate investment trusts (REITs)

 

   

Investments in private investment funds, hedge funds, private equity funds and venture capital funds

 

   

Units and shares of non-U.S. unit trusts and non-U.S. funds

 

   

Cryptocurrencies that have been deemed to be a Security by the U.S. Securities and Exchange Commission

For purposes of this Code, the term “Securities” does not include:

 

   

Direct obligations of the U.S. government

 

   

Money-market instruments, including bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements

 

   

Shares of money-market funds

 

   

Shares of Mutual Funds, other than shares of Affiliated Funds

 

   

Units of a unit investment trust, if the investment trust is invested exclusively in unaffiliated Mutual Funds (e.g., variable insurance products)

 

   

Currencies and currency forwards

 

   

Physical commodities

Securities Account means, with respect to any Access Person, an account with a broker, dealer or bank in which Securities are held and traded and the Access Person or a member of his or her Immediate Family has a Beneficial Interest and/or Control.

Securities Transaction means a transaction (whether a purchase, sale or other type of acquisition or disposition, including a gift) in a Security in which the Access Person or a member of his or her Immediate Family has or acquires a Beneficial Interest and/or Control.

 

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Small Cap Issuer is an issuer of Securities with an equity market capitalization of less than $3 billion.

StarCompliance shall mean the online application utilized by Compliance for administering the Code of Ethics and monitoring personal securities trading by Access Persons.

 

B.

Applicability of the Policy

 

  1.

Who is Covered

This Policy applies to all Access Persons of Parametric and covers not only your personal Securities Transactions, but also those of your Immediate Family.

 

  2.

What Accounts are Covered

Unless the CCO determines otherwise based on your specific facts and circumstances, this Policy applies to Securities Transactions and holdings in: (i) all accounts in which you or members of your Immediate Family have a direct or indirect Beneficial Interest; and (ii) all accounts that are directly or indirectly under your Control or the Control of a member of your Immediate Family.

Accounts that are generally covered by this Policy are referred to hereafter as Securities Accounts and include accounts that are:

 

   

in your name;

 

   

in the name of a member of your Immediate Family;

 

   

of a partnership in which you or a member of your Immediate Family have a Beneficial Interest, or are a partner with direct or indirect investment discretion;

 

   

a trust of which you or a member of your Immediate Family are a beneficiary and/or a trustee with direct or indirect investment discretion (on a sole or joint basis);

 

   

of a closely held corporation, limited liability company or similar legal entity in which you or a member of your Immediate Family are a Controlling shareholder and have direct or indirect investment discretion over Securities held by such entity;

 

   

an account or trust holding Securities where you or a member of your Immediate Family have sole or shared investment discretion, or are otherwise deemed to have Control over the account; and

 

   

Schwab One brokerage accounts established for you upon hire for the purpose of receiving Eaton Vance Corp. equity award shares and/or Eaton Vance Employee Stock Purchase Plan shares.

Accounts that are not covered by this Policy include:

 

   

Accounts that may only hold Mutual Funds, other than Affiliated Funds;

 

   

Qualified tuition program accounts established pursuant to Section 529 of the Internal Revenue Code of 1986 (“529 Plans”); and

 

   

Eaton Vance Employee Retirement Plan accounts.

 

Parametric Code of Ethics – January 30, 2019    8 | Page


C.

Rules Applicable to All Access Persons2

The following rules will be enforced for all Access Persons unless otherwise individually exempted or preapproved in writing by the CCO.

 

  1.

Use of a Designated Broker

All Securities Accounts must be maintained with a Designated Broker, unless:

 

   

the account is a Managed Account and has been approved as such by the CCO;

 

   

the account is subject to a code of ethics or similar policy applicable to a member of your Immediate Family requiring an account be held at an entity other than a Designated Broker, in which case you must provide Securities Transactions and holdings information for such account to Compliance no less than quarterly and within 30 calendar days after the end of each calendar quarter; or

 

   

you are located in Parametric’s Australia office, in which case you must provide Securities Transactions and holdings information for each Securities Account to Compliance no less than quarterly and within 30 calendar days after the end of each calendar quarter.

You must initiate movement of all pre-established Securities Accounts to a Designated Broker within 30 calendar days after your employment date or the date you become an Access Person.3

 

  2.

Prohibited Practices

You are prohibited from engaging in the following transactions and practices.

 

  a)

Insider Trading

You are prohibited from purchasing or selling any security, either personally or for a Client, while in possession of material, non-public information concerning the security or its issuer. Please refer to Parametric’s Insider Trading Policy.

 

  b)

Front Running

Front Running is the practice of effecting the purchase or sale of a Security for personal benefit based on the knowledge of one or more impending Client transaction(s) in the same or equivalent Security. (Example: A Portfolio Manager mentions that Parametric is selling all of its holdings of Company X and you know that the large trade will negatively affect the stock, so you put in a personal order to sell your shares of Company X before the Parametric order is sent to the market.)

 

  c)

Market Manipulation

Transactions intended to raise, lower or maintain the price of any security or to create a false appearance of active trading are prohibited.

 

2 

Reminder: When this Policy refers to “you” or your transactions, it includes your Immediate Family and Securities Accounts in which you and/or they have a direct or indirect Beneficial Interest.

3 

Additional brokers, dealers or banks may be considered.

 

Parametric Code of Ethics – January 30, 2019    9 | Page


  d)

Derivatives and Options Trading

Derivatives transactions, including options, futures and swaps, are prohibited.

 

  e)

Short-Term Trading

You may not sell a Security until at least 60 calendar days after the most recent purchase trade date of the same or equivalent Security. You may not repurchase a Security until at least 60 calendar days after the most recent sale trade date of the same or equivalent Security. You may not trade partial positions or use FIFO principles to enter into or trade out of positions of the same Security. (NOTE: Exempt Transactions below are not subject to this prohibition.)

 

  f)

Investment Clubs

You may not be a member of an investment club that trades in and owns Securities in which members have an interest. Such an investment club is regarded by this Code as your personal account, and it is usually impracticable for you to comply with the rules of this Code with respect to that investment club.

 

  g)

Public Company Ownership Limit

You may not own more than 0.5% of the outstanding shares of any one public company without written approval from the CCO.

 

  3.

Preclearance Requirements

You are prohibited from engaging in the following transactions without written preapproval as indicated. Preclearance requests for the following transactions must be submitted via StarCompliance.

 

  a)

Eaton Vance Corp. Securities

You must preclear all transactions in publicly traded Securities issued by Eaton Vance Corp. (“EVC”) with the Treasury Department of EVC, except that you do not have to preclear (i) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (ii) bona fide gifts of such EVC Securities that you may receive, or (iii) automatic, non-voluntary transactions involving such EVC Securities, such as stock dividends, stock splits, or automatic dividend reinvestments, or certain non-voluntary transactions initiated by a broker, dealer or bank with respect to such EVC Securities deposited in a margin account. Once obtained, approval is valid only for the day on which it is granted. (NOTE: The purchase or sale of publicly traded options on EVC Securities is prohibited.)

There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of EVC earnings information. You will normally be notified of these blackout periods, during which time trading in EVC Securities is prohibited.

Failure to preclear transactions in EVC Securities may result in the imposition of a fine to be donated to an acceptable charitable organization, as well as additional sanctions as outlined below in the section III.F - Violations and Sanctions.

 

Parametric Code of Ethics – January 30, 2019    10 | Page


  b)

Initial Public Offerings

You may not purchase or otherwise acquire any Security in an Initial Public Offering, except with prior written approval from the CCO. Requests to purchase Securities in an Initial Public Offering will generally be denied by the CCO. Approval may be granted only in rare cases that involve extraordinary circumstances. Accordingly, Parametric discourages such applications. You may be given approval to purchase a Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form.

Participation in an initial or secondary offering of a Cryptocurrency (sometimes referred to as an initial coin offering (ICO) or a secondary coin offering (SCO)) requires preclearance and approval by the CCO under this Code.

 

  c)

Private Placements

You may not purchase or otherwise acquire any Security in a Private Placement, except with prior written approval from the CCO. (Note that a Private Placement includes virtually any Security that is not a publicly traded/listed Security.) Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Private Placement is appropriate for purchase by a Client, or when your participation in the Private Placement is suggested by a person who has a business relationship with Parametric or its affiliates or expects to establish such a relationship). Examples where approval may be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a closely held corporation or partnership started by a family member or friend.

 

  4.

Exempt Transactions

The following transactions are exempt from sections III.C.5—Restricted Transactions and III.C.6—Reporting Requirements and the Short-Term Trading prohibition of this Code, unless noted otherwise:

 

   

The purchase of Securities effected pursuant to an Automatic Investment Plan (the sale of Securities acquired under an automated investment plan is exempt from the Short-Term Trading prohibition but is subject to all other rules herein);

 

   

Transactions effected by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Interest;

 

   

Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Interest;

 

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Purchases or sales of Securities issued in qualified tuition programs established pursuant to Section 529 of the Internal Revenue Code;

 

   

Transactions that are non-volitional by the Access Person or his/her Immediate Family, including purchases or sales of Securities in which such Access Person has no advance knowledge of the transaction (e.g., the required liquidation of a Security when rolling over a 401(k) plan);

 

   

Transactions effected in an approved Managed Account (note that there are reporting requirements and other restrictions related to Managed Accounts, as outlined below in section III.C.7—Managed Accounts); and

 

   

The acquisition of Securities, such as stock grants and employee stock options, received as compensation from an employer or the purchase of stock through an employer’s stock purchase plan (“ESPP”). (NOTE: The sale of Securities received from an employer or purchased via an ESPP is exempt from the Short-Term Trading prohibition but is subject to all other provisions of this Code.) This provision does not apply to EVC Securities, which you are required to preclear.

 

  5.

Restricted Transactions

The following Securities Transactions are restricted as indicated, but do not require preclearance. These restrictions do not apply to Exempt Transactions of this Code, unless specified otherwise.

 

  a)

Daily Transaction Value Limits4

 

   

For fixed income securities, you may purchase or sell up to $100,000 per day per issuer.

 

   

For Exchange Traded Notes, you may purchase or sell up to $100,000 per day per issuer.

 

   

For Exchange Traded Funds, you may purchase or sell up to $100,000 per day per Exchange Traded Fund.

 

   

For Closed-End Funds, you may purchase or sell up to $10,000 per day per Closed-End Fund.

 

   

For equities and REITs, you may purchase or sell up to $50,000 per day per Mid/Large Cap Issuer and up to $10,000 per day per Small Cap Issuer (as defined at time of transaction).

 

  b)

Short Sales

You may not sell short any Security, except that you may sell short a Security if you own at least the same amount of the Security you sell short (i.e., selling short “against the box”).

 

  c)

Same-Day Model Transactions

You may not transact in a Security when you have actual knowledge that a same-day proprietary model and/or third-party investment manager model trade will occur in the same or equivalent Security and in the same direction (i.e., purchase or sale).

 

4 

The daily transaction value limits are based on your local currency and apply across all of your reportable Securities Accounts.

 

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  d)

Blackout Periods and Restricted Securities Transactions

At the discretion of the CCO, you may from time to time be temporarily restricted from all personal Securities trading (a “blackout period”). You may also be temporarily or indefinitely restricted from transacting in certain specific Securities or types of Securities based on your job responsibilities and access to certain information. You will be notified of all such personal Securities trading blackout periods and restricted Securities transactions in writing by the CCO.

 

  e)

Trade Orders

All Securities trade orders must be same-day orders. Securities trade orders that are open for longer than one trading day (i.e., good-till-cancelled (GTC) and other carry-over orders) are prohibited.

 

  6.

Reporting Requirements

 

  a)

Initial Holdings Report

Within 10 calendar days of your employment date and/or initial designation as an Access Person under this Code, you must submit to Compliance a report of your personal Securities holdings, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held as of a date not more than 45 calendar days before you became an Access Person. Your report must also include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of Securities, whether stocks, bonds, funds, or other types and the date on which you submit the report to Compliance. The Initial Holdings Report is administered via StarCompliance.

 

  b)

Annual Holdings Report

Within 30 calendar days after each calendar year end, you must submit to Compliance a report of your personal Securities holdings, including the same Security information required for the Initial Holdings Report. The Annual Holdings Report is combined with the Q4 Transactions Report and is administered via StarCompliance.

 

  c)

Quarterly Transactions Report

Within 30 calendar days after each calendar quarter end, you must submit to Compliance a report of your Securities Transactions during the prior calendar quarter, including the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with whom the transaction was effected. The Quarterly Transactions Report is administered via StarCompliance.

 

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  d)

New Accounts

You must report new Securities Accounts to Compliance within 10 calendar days of establishing the account. You may do so by entering the account in StarCompliance or notifying Compliance in writing. You may not purchase or sell Securities in the new account until the electronic data feed for the account has been established in StarCompliance.

New Securities Accounts (not including Managed Accounts) of Access Persons registered with FINRA through Eaton Vance Distributors, Inc. (“EVD”) are automatically approved for purposes of FINRA Rule 3210, if they are established with a Designated Broker. Any exception, whereby an Access Person registered with FINRA maintains a Securities Account with a broker, dealer or bank other than a Designated Broker, requires written consent of the EVD Chief Compliance Officer or designee.

 

  7.

Managed Accounts5

Managed Accounts must be approved as such in writing by the CCO. The CCO’s approval of a Managed Account is contingent upon the provision of a signed letter from the broker, financial advisor, trustee or other control person other than you or your Immediate Family members (the “Discretionary Manager”) on the Discretionary Manager’s letterhead containing the following representations6:

 

   

Neither you nor your Immediate Family members have investment discretion or direct or indirect influence or control over the account, and in particular you do not:

 

   

Direct or suggest the purchase or sale of securities to the Discretionary Manager; or

 

   

Consult with the Discretionary Manager as to the particular allocation of specific Securities investments to be made in the account (including situations where the Discretionary Manager requests input and/or permission from you or your Immediate Family member prior to transacting).

 

   

The relationship between the Discretionary Manager and you and your Immediate Family member is limited to a professional, client-adviser relationship (i.e., the Discretionary Manager is not a family member or close personal friend, and no Immediate Family member of yours is employed by the Discretionary Manager).

 

   

All transactions in EVC Securities will either be restricted from being purchased or sold in the Managed Account or will be precleared pursuant to this Code.

You must also acknowledge the above representations in writing to the CCO and agree to immediately notify the CCO if any of the above representations are no longer accurate.

Securities Transactions in approved Managed Accounts are exempt from the Short-Term Trading prohibition and section III.C.5 - Restricted Transactions, but are still subject to section III.C.3 – Preclearance Requirements (Initial Public Offerings, Private Placements and EVC securities transactions in approved Managed Accounts still require written preapproval). However, you must ensure the Discretionary Manager provides account holdings and transactions information to

 

5 

See section III.A - Definitions above.

6 

If the letter from the Discretionary Manager does not include all of the above representations above, the CCO may determine via other means at his or her discretion, including via a signed certification and acknowledgement from the employee, the account qualifies as a Managed Account.

 

Parametric Code of Ethics – January 30, 2019    14 | Page


Compliance either electronically via StarCompliance, if possible, or via annual account statements within 30 calendar days after the end of the calendar year. Securities Transactions in Managed Accounts will be subject to review from time to time by the CCO to determine if any purchase or sale of a Security would have been prohibited pursuant to this Code, absent relying on the exemption provided herein.

Annually, within 30 calendar days of each calendar year end, you must re-certify in writing to the CCO the above representations regarding each Managed Account. Failure to do so will result in the account no longer qualifying as a Managed Account under this Code. This annual re-certification is part of the Combined Annual Holdings & Q4 Transactions Certification administered via StarCompliance.

NOTE: There is no exemption from preclearance for Initial Public Offerings or Private Placements, even when such transactions are effected through a Managed Account. You should ensure the Discretionary Manager of your Managed Account(s) is aware of this restriction.

 

D.

Additional Rules Applicable to Seattle Investment Personnel7

 

  1.

Requirement to Pre-Notify CCO of Personal Securities Transactions

Seattle Investment Personnel are required to pre-notify the CCO of intended personal Securities Transactions (including those of Immediate Family members) one business day prior to transacting via StarCompliance.

 

  2.

Blackout Periods and Restricted Securities Lists

Seattle Investment Personnel may be temporarily restricted from all personal Securities trading by the CCO during significant model portfolio rebalance and index reconstitution events. Seattle Investment Personnel may also be temporarily restricted from transacting in specific Securities during significant model portfolio rebalance or index reconstitution events as determined by the CCO. Seattle Investment Personnel will be notified of all such personal trading blackout periods and restricted securities lists in writing by the CCO.

 

E.

Administration

 

  1.

Maintenance of List of Access Persons

Compliance shall maintain a current and complete list of all Access Persons of Parametric. In addition, Compliance shall ensure each Access Person is aware of their status as an Access Person and each Access Person receives a copy of this Code.

 

  2.

Review of Securities Reports

Compliance shall ensure that all Initial and Annual Holdings Reports and Quarterly Transactions Reports are reviewed in accordance with this Code.

 

7 

Seattle Investment Personnel is defined in section III.A—Definitions above.

 

Parametric Code of Ethics – January 30, 2019    15 | Page


  3.

Certifications by Access Persons

Each Access Person must certify at the time of hire or at the time he or she becomes an Access Person and annually thereafter (within the timeframe established by Compliance) that he or she has read and understood the Code of Ethics, as revised (if applicable), and has complied and will comply with its provisions. In addition, upon any material revision to the Code of Ethics, each Access Person must certify that he or she has read the Code, as revised, and understands and agrees to comply with its provisions.

 

  4.

Reports to Management and Trustees of Registered Investment Company Clients

At least annually, the CCO shall submit to the Parametric Enterprise Management Committee (“EMC”) and upon request the Board of Trustees of Registered Investment Company Clients a written report that (i) describes any issues arising under this Code since the last report to the EMC and/or the Board, including information about material violations and the sanctions imposed in response to material violations, and (ii) certifies that Parametric has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.

 

  5.

Recordkeeping Requirements

Parametric shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the U.S. Securities and Exchange Commission (“SEC”) or any presentative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

 

   

Copies of the Parametric Code of Ethics currently in effect and in effect at any time within the past five years;

 

   

A record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained for at least five years after the end of the fiscal year in which the violation occurred;

 

   

Copies of Access Persons’ Quarterly Transactions Reports and Initial and Annual Holdings Reports, to be maintained for at least five years after the end of the fiscal year in which the report is made or information provided;

 

   

A record of any approval to acquire a Security in an Initial Public Offering or in a Private Placement with the reasons supporting the approval, for at least five years after the end of the fiscal year in which the approval is granted;

 

   

A record of all Access Persons, currently and within the past five fiscal years, who are or were required to make reports referred to in section III.C.6 - Reporting Requirements;

 

   

Copies of each certification referred to in paragraph 3 of this Administration section made by a person who currently is, or in the past five years was, subject to this Code, to be maintained for at least five years after the fiscal year in which the certification was made; and

 

   

Copies of each report referred to in paragraph 4 of this Administration section above, to be maintained for at least five years after the end of the fiscal year in which it was made.

 

Parametric Code of Ethics – January 30, 2019    16 | Page


  6.

Confidentiality

All reports and other documents and information supplied by any Access Person in accordance with the requirements of this Code shall be treated as confidential, but are subject to review as provided herein by Compliance, by senior management of Parametric, representatives of the SEC, or otherwise as required by law, regulation, or court order.

 

F.

Violations and Sanctions

Any Access Person of Parametric who violates any provision of this Code may be subject to sanction, including, but not limited to, censure, a temporary or permanent ban on personal securities trading, disgorgement of any profit or taking of any loss, fines, consideration of such violation during the year-end performance and discretionary compensation review process, and suspension or termination of employment. Each sanction shall be approved by the CCO. In the event the CCO violates any provisions of this Code, the CEO shall recommend the sanction to be imposed for approval by the EMC and the CCO of Eaton Vance.

In adopting and approving this Code of Ethics, Parametric does not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 204A-1 of the Investment Advisers Act or Rule 17j-1 under the Investment Company Act.

 

Parametric Code of Ethics – January 30, 2019    17 | Page

Exhibit C - VNIM Code of Ethics


Vaughan Nelson Investment Management, L.P.

Code of Ethics

(Amended as of February 28, 2019)

This is the Code of Ethics of Vaughan Nelson Investment Management, L.P. ( the “Firm”).

Things You Need to Know to Use This Code

1. Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms. The definitions are at the end of the Code.

2. The Firm considers all employees to be Access Persons under this Code.

There are Reporting Forms that Access Persons have to fill out under this Code. You can access the Reporting Forms by logging in to the Firm’s automated compliance solution.

Board members who are not employees of the Firm, do not have to comply with the trading restrictions and blackout provisions in Section B of part II.

Further, certain members of the Firm’s board may be classified as “Non-Access Directors.” See the “Definitions” section of this Code. Non-Access Directors are subject to Parts I.A. and I.B. of this Code, but not to Parts I.C., I.D. or Part II of the Code.


PART I—Applies to All Personnel

 

A.

General Principles—These Apply to All Personnel (including All Board Members)

The Firm is a fiduciary for its investment advisory and sub-advisory clients. Fiduciaries owe their clients a duty of honesty, good faith and fair dealing. As a fiduciary, an adviser must act at all times in the client’s best interests and must avoid or disclose conflicts of interest. Because of this fiduciary relationship, it is generally improper for the Firm or its personnel to:

 

   

use for their own benefit (or the benefit of anyone other than the client) information about the Firm’s trading or recommendations for client accounts; or

 

   

take advantage of investment opportunities that would otherwise be available for the Firm’s clients.

As a matter of business policy, the Firm wants to avoid even the appearance that the Firm, its personnel or others receive any improper benefit from information about client trading or accounts, from our positions, or from relationships with our clients or with the brokerage community.

Privacy and Confidentiality

All personnel are required to keep any nonpublic information about clients (including former clients), the Firm or vendors in strict confidence. Employees should treat the following with confidentiality and discretion:

 

   

A client’s identity (unless the client consents), the client’s financial circumstances, the securities investments made by the Firm on behalf of a client, information about contemplated securities transactions, or information regarding the firm’s trading strategies (except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes).

 

   

Non-public information regarding the Firm including but not limited to trading intentions, business plans and strategies, technology, business processes, customer relationships, and financial results


Whenever dealing with confidential information personnel should:

 

   

Assume client or Firm information is confidential unless evidence exists to the contrary

 

   

Only use it for the purposes for which it was gathered

 

   

Not make disclosure to anyone outside of the Firm unless authorized to do so and only share information internally on a need-to-know basis

 

   

Not disclose information related to a former employer to anyone within the Firm

Nothing in this Policy prohibits you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. You do not need the prior authorization of the Firm to make any such reports or disclosures and you are not required to notify the Firm that you have made such reports or disclosures.

Personnel should stay informed and comply with Firm policies dealing with data access, information security, encryption standards, and other initiatives designed to protect the integrity and confidentiality of information.

Please refer also to the Firm’s Privacy Policies under Regulation S-P and S-AM.

Books and Records

All personnel are required to keep accurate and truthful books and records which is critical for our business operations, compliance with legal requirements and the preparation of the Firm’s financial statements. In this pursuit, personnel should:

 

   

Recognize their role and personal responsibility for the integrity of records, reports and information that they prepare or control

 

   

Comply with internal accounting and recordkeeping policies. Falsification of any books, records or accounts is prohibited

 

   

Provide complete and accurate information in connection with any regulatory filings or inquiries

 

   

Follow all record retention and destruction policies of the Firm


Computers and Communications

All personnel are to use the Firm’s computer and communications systems (“Systems”) solely for business purposes. Unauthorized access to, use of, interception or distribution of the Firm’s Systems is prohibited. Such conduct may also be a violation of law.

However, the Firm realizes that some personal use of these Systems is inevitable. Any personal use should be kept to a minimum. Excessive or inappropriate use of such Systems for personal use (e.g. time spent or content) as determined by the Firm in its sole discretion may be grounds for sanctions or termination.

 

   

Any personal use must be lawful and not violate any Firm policy. As an example, an email communication or, accessing an internet site, with inappropriate content or material would violate Firm policy and is prohibited.

 

   

Personal use of the Firm’s Systems must not impose any incremental cost to the Firm, interfere with normal business operations, or otherwise adversely affect the interests of the Firm or an employee’s work.

 

   

Employee’s use of the Firm’s Systems, for either business or personal use, should have no expectation of privacy.

Insider Trading

All personnel are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information about issuers and are also prohibited from communicating material, nonpublic information about issuers to others (other than for legitimate legal or business purposes such as informing the Chief Compliance Officer that they, or the firm, is in possession of such information).

Please refer to the Firm’s Insider Trading Policy for more detail.

Political Contributions

All personnel are required to obtain preclearance approval for any direct or indirect political contributions or payments to an Official or Political Action Committee (PAC) in order to evaluate and monitor any potential or ongoing impact to the firm. Additional restrictions and prohibitions apply to employees identified as Covered Associates involving monetary limitations and the coordination / solicitation of other individuals to make political contributions.


Please refer to the Firm’s policy regarding Political Contributions by Certain Investment Advisers (Pay-to-Play) for more detail.

The Firm expects all personnel to comply with the spirit of the Code, as well as the applicable specific rules contained in the Code. You must promptly report any violations (not just of personal trading but of the overall requirements of this Code) to the Chief Compliance Officer.

The Firm treats violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firm might impose penalties or fines, cut your compensation, demote you, require disgorgement of trading gains, suspend or terminate your employment, or any combination of the foregoing.

Improper trading activity can constitute a violation of this Code. But you can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code, even if no clients are harmed by your conduct.

If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer. Don’t just guess at the answer. Ignorance or lack of understanding is no excuse for a violation.

 

B.

Compliance with the Federal Securities Laws

More generally, Firm personnel (including members of the Firm’s boards) are required to comply with applicable federal securities laws at all times. Examples of applicable federal securities laws include:

 

   

the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002 and the SEC rules thereunder;

 

   

the Investment Advisers Act of 1940 and the SEC rules thereunder;

 

   

the Investment Company Act of 1940 and the SEC rules thereunder;


   

title V of the Gramm-Leach-Bliley Act of 1999 (privacy and security of client non-public information); and

 

   

the Bank Secrecy Act, as it applies to mutual funds and investment advisers, and the SEC and Department of the Treasury rules thereunder.

All firm personnel are reminded that under these laws, all oral and written statements, including those made to clients, prospective clients, or their representatives must be professional, accurate, balanced, and not misleading in any way.

 

C.

Gifts to or from Brokers, Clients or Others—This Applies to All Access Persons

No personnel may accept or receive on their own behalf or on behalf of the Firm any gift or other accommodations from a vendor, broker, securities salesman, client or prospective client (a “business contact”) that might create a conflict of interest or interfere with the impartial discharge of such personnel’s responsibilities to the Firm or its clients or place the recipient or the Firm in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the Family/Household of firm personnel.

No personnel may give on their own behalf or on behalf of the Firm any gift or other accommodation to a business contact that may be construed as an improper attempt to influence the recipient.

In no event should gifts to or from any one business contact have a value that exceeds the annual limitation on the dollar value of gifts (currently $200).

These policies are not intended to prohibit normal business entertainment (e.g. dinner, sporting event tickets, etc. all of a reasonable value). Any questions as to whether a particular gift or entertainment activity constitutes normal business entertainment should be directed to the Chief Compliance Officer.


Please refer to the Firm’s Gift & Entertainment policy for a more detailed discussion and quarterly reporting requirements.

 

D.

Outside Business Activities for Another Organization / Company—This Applies to All Personnel, Except Members of the Firm’s Board Who Are Not Employees of the Firm

To avoid conflicts of interest, insider information and other compliance and business issues, the Firm requires all its employees who are involved with an Outside Organization / Company (e.g. employee, consultant, officer, member of the board, investment committee, etc.) of any for-profit, not-for-profit or other entity to disclose and obtain written approval of the Firm to do so. Approval must be obtained through the Chief Compliance Officer, and will ordinarily require consideration by the CEO or the board of the Firm. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm, nor does it apply to members of the Firm’s board who are not employees of the Firm.

PART II—Applies to Access Persons

 

A.

Reporting Requirements—These Apply to All Access Persons

NOTE: One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate, and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Reportable Funds, Family/Household and Beneficial Ownership in the “Definitions” section at the end of this Code.


ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports. Absent extenuating circumstances, only those involved with the internal review of personal transactions (i.e., the Chief Compliance Officer, those assisting the Chief Compliance Officer and the CEO) will have access to submitted reports. The reports are also required to be made available for certain other purposes, such as SEC inspections.

1. Initial Holdings Reports. No later than ten (10) days after you become an Access Person, you must file with the Chief Compliance Officer a Holdings Report within the Firm’s automated compliance system.

This report requires you to list all Covered Securities in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you maintain an account in which any securities (not just Covered Securities) are held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person. The information contained in the report must be current as of a date no more than forty-five (45) days prior to the date you became an Access Person.

You will also be required to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person under the Code.

2. Quarterly Transaction Reports. No later than thirty (30) days after the end of March, June, September and December each year, you must file with the Chief Compliance Officer a Quarterly Transactions Report within the Firm’s automated compliance system.

This report requires you to list all transactions during the most recent calendar quarter in Covered Securities, in which transactions you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to list all brokers, dealers, investment managers and banks where you or a member of your Family/Household established, or closed an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.

3. Annual Holdings Reports. By January 31st of each year, you must file with the Chief Compliance Officer an Annual Holdings Report within the Firm’s automated compliance system.


This report requires you to list all Covered Securities in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31st of the prior year. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.

You will be required to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family/Household and that you understand that you are an Access Person under the Code.

4. Duplicate Confirmations and Periodic Statements. If you or any member of your Family/Household has a securities account that holds or will hold Covered Securities with any broker, dealer, investment manager or bank, you or your Family/Household member will need to coordinate with the compliance department for the broker, dealer, investment manager or bank to provide a datafeed of the account and its activity into the Firm’s automated compliance system. Should an electronic feed not be available, you must direct that broker, dealer, investment manager or bank to send, directly to the Firm’s Chief Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements and all account statements relating to that account.

5. Outside Business Activities Pre-Approval and Annual Certification. By January 31st of each year, you must file with the Chief Compliance Officer an Outside Business Activity Annual Affirmation within the Firm’s automated compliance system.

The Affirmation requires that you list all entities (for-profit, not-for-profit or other) with which you are involved (e.g. employee, consultant, officer, member of board, investment committee, etc.) as of the previous year-end with an indication as to whether the entity is publicly traded or private and whether it maintains investments.

The Outside Business Activity electronic form is also to be used in requesting pre-approval to serve as an Officer or member of the Board of Directors for any entity prior to accepting such a position.


B.

Transaction Restrictions—These Apply to All Access Persons.

1. Preclearance. You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, preclearance for that transaction through the automated compliance system.

Once obtained, preclearance is valid only for the day on which it is granted and the following one (1) business day. The Chief Compliance Officer may revoke a preclearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke preclearance for any reason. In no event will preclearance be granted for any Covered Security if, to the knowledge of the Chief Compliance Officer, the Firm has purchased or sold that same security or a closely related security that day OR the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).

a.) Limit Orders

Limit Orders will be granted pre-clearance authorization to be placed for a period of ten (10) business days as long as the security is NOT HELD within one of the firm’s strategies and will not potentially violate short-term trading restrictions.

 

   

Any change you wish to make to an approved limit order (e.g. limit price) will require a new pre-clearance authorization prior to execution. Unapproved changes to a limit order which are executed will be a violation of the Code and subject to fines and/or sanctions

 

   

Upon such time as the firm may begin to trade and hold a previously approved outstanding limit order security within one of the firm’s strategies you will be notified to cancel the limit order. Any desire to trade the security, after a notification to cancel a limit order is given to you, will require a new pre-clearance form and associated authorization. Execution of the original limit order for which notification to cancel has been given will be a violation of the Code and subject to fines and/or sanctions.


b.) Preclearance Exceptions

The preclearance requirements do not apply to the following categories of transactions:

i. Shares of registered open-end investment companies (including Reportable Funds).

 

   

However, Reportable Funds are reportable under this code in connection with Initial, Quarterly and Annual disclosures.

ii. Transactions in securities of collective investment vehicles (other than a fund sub-advised by Vaughan Nelson) for which the Firm serves as the investment adviser (for example, the purchase or redemption by you of an interest in a Firm-managed hedge fund would not be subject to pre-clearance).

iii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to pre-clearance, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security).

iv. Exchange Traded Funds (ETFs); other than those ETFs in which the firm trades. Please see “Appendix A” (attached) for a list of Exchange Traded Funds for which pre-clearance IS required.


v. Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

vi. Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household, as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the account’s investment process.

vii. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

viii. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

ix. Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

c.) The following are NOT Covered Securities, and so are also not subject to the preclearance requirements:

 

   

direct obligations of the U.S. Government;

 

   

bankers’ acceptances, bank certificates of deposit;

 

   

commercial paper and other high quality short-term debt obligations (including repurchase agreements);

 

   

shares issued by money market funds and shares of registered open-end investment companies that are not Reportable Funds.


  2.

Initial Public Offerings and Private Placements.

Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any Covered Security in an initial public offering. In addition, neither you nor any member of your Family/Household may acquire Beneficial Ownership in any Covered Security in a private placement, except with the specific, advance approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason.

 

  3.

Prohibition on Short-Term Trading in Funds Sub-advised by Vaughan Nelson

Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, shares of any fund sub-advised by Vaughan Nelson within any period of thirty (30) calendar days for a profit. This prohibition applies to shares of funds advised / sub-advised by Vaughan Nelson held in retirement or 401(k) plan accounts, as well as in other accounts in which you or a member of your Family/Household has Beneficial Ownership. Note that an exchange of shares (i.e. into another retirement plan option) counts as a sale of shares for purposes of this prohibition.

a.) This prohibition does not apply to the following categories of transactions:

i. A fund sub-advised by an affiliate and on the Reportable Funds list.

ii. Transactions under automatic investment or withdrawal plans, including automatic 401(k) plan investments, and transactions under a “fund sub-advised by Vaughan Nelson’s” dividend reinvestment plan.

A.) For example, if you have established an automatic investment plan under which regular monthly investments are automatically made in a fund sub-advised by Vaughan Nelson, that investment will not be considered to begin or end a thirty (30) day holding period.


iii. Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

b.) In applying the prohibition on short-term trading in funds sub-advised by Vaughan Nelson, the Firm may take account of all purchase and sale transactions in the Vaughan Nelson sub-advised fund, even if the transactions were made in different accounts. For example, a purchase of shares of a fund sub-advised by Vaughan Nelson in a brokerage account, followed within thirty (30) days by an exchange out of the same fund sub-advised by Vaughan Nelson in your 401(k) account, will be treated as a violation.

In applying the thirty (30) day holding period, the most recent purchase (or sale) will be measured against the sale (or purchase) in question. (That is, a last-in, first-out analysis will apply.) A violation will be deemed to have occurred even if the number of shares or the dollar value of the second trade was different from the number of shares or dollar value of the first trade.

 

  4.

Prohibition on Short-Term Trading of Covered Securities Other Than Funds Sub-advised by Vaughan Nelson.

Neither you nor any member of your Family/Household may purchase and sell, or sell and purchase, a Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) within any period of sixty (60) calendar days for a profit. If any such transactions occur, the Firm will require any profits from the transactions to be disgorged for donation by the Firm to charity.

a.) This prohibition on short-term trading does not apply to:

i. Transactions in securities of collective investment vehicles for which the Firm serves as an investment adviser, other than funds sub-advised by Vaughan Nelson. Note that Section 3 above contains separate prohibitions on short-term trading in funds sub-advised by Vaughan Nelson.


ii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which you may be deemed to have Beneficial Ownership (for example, the purchase or sale by a Firm-managed hedge fund of a Covered Security would not be subject to this prohibition, even though the portfolio manager of the hedge fund could be deemed to have a Beneficial Ownership of such Covered Security).

iii. Transactions that occur by operation of law or under any other circumstance in which neither you nor any member of your Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.

iv. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

v. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities and received by you (or Family/Household member) from the issuer.

vi. Transactions in common or preferred stocks of a class that is publicly-traded, has an average daily trading volume greater than 1 million shares (as indicated by a reputable source) and is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency)

vii. Transactions in Exchange Traded Funds which are considered Covered Securities.

viii. Transactions effected through an unaffiliated managed account where the Access Person (or member of his or her Family/Household, as the case may be) has not initiated the investment transaction, has not been consulted regarding specific investment recommendations or decisions, and is not otherwise participating in the investment process.


ix. Transactions in municipal bonds, corporate bonds, mortgage-backed securities, and agency bonds (eg. Fannie Mae’s). (Reminder: Governments bonds are not considered Covered Securities).

 

  5.

Seven (7) Day Blackout Period—This Applies to All Access Persons. No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the three (3) business days immediately before or after a business day on which any client account managed by the Firm purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security), unless the Access Person had no actual knowledge that the Covered Security (or any closely related security) was being considered for purchase or sale for any client account. If any such transactions occur, the Firm will generally require any profits from the transactions to be disgorged for donation by the Firm to charity.

Note that the total blackout period is seven (7) business days (the day of the client trade, plus three (3) business days before and three (3) business days after).

a. ) Hardship Exception: to the extent an individual desires to purchase or sell a security currently owned by that individual and is only precluded from selling the security due to an ongoing blackout period, the individual may request a ‘hardship exception’ from the Chief Compliance Officer. Based upon all facts and circumstances surrounding the hardship, the Chief Compliance Officer may, in his/her sole discretion, formulate an objective plan to facilitate the individual’s transaction in a manner which will not benefit from or impact transactions undertaken on behalf of the firm’s clients.


b.) Backside Blackout Period: The Firm will review situations where a personal trade has been approved (including a review of the frontside blackout period) and transacted and then the same Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security) subsequently transacted by the Firm for client accounts during the backside blackout period. To the extent the Firm’s transactions during the backside blackout period consisted of ‘re-balancing’ or ‘flow’ trades, no violation will have been deemed to occur.

c.) It sometimes happens that an Access Person who is responsible for making investment recommendations or decisions for client accounts (such as a portfolio manager or analyst) determines—within the three (3) business days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person’s knowledge, then under consideration for purchase by any client account—that it would be desirable for client accounts as to which the Access Person is responsible for making investment recommendations or decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients’ interests first, and promptly make the investment recommendation or decision in the clients’ interest, rather than delaying the recommendation or decision for clients until after the third day following the day of the transaction for the Access Person’s (or Family/Household member’s) own account to avoid conflict with the blackout provisions of this Code. The Firm recognizes that this situation may occur in entire good faith, and will not require disgorgement of profits in such instances if it appears that the Access Person acted in good faith and in the best interests of the Firm’s clients.

d.) The blackout requirements do not apply to the following categories of transactions:

i. Transactions in futures and options contracts on interest rate instruments or indexes, and options on such contracts.

ii. Transactions that occur by operation of law or under any other circumstance in which neither the Access Person nor any member of his or her Family/Household exercises any discretion to buy or sell or makes recommendations to a person who exercises such discretion.


iii. Transactions effected through an unaffiliated managed account are excluded only if the Access Person (or member of his or her Family/Household, as applicable) has not initiated the investment transaction, has not been consulted regarding any specific investment recommendations or decisions, and is not otherwise participating in the account’s investment process.

iv. Purchases of Covered Securities pursuant to an automatic dividend reinvestment plan.

v. Purchases pursuant to the exercise of rights issued pro rata to all holders of the class of Covered Securities held by the Access Person (or Family/Household member) and received by the Access Person (or Family/Household member) from the issuer.

vi. Transactions in securities of collective investment vehicles for which the Firm serves as the investment adviser.

vii. Transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment adviser as to which the Investment Person may be deemed to have Beneficial Ownership

viii. Transactions in common or preferred stocks of a class that is publicly-traded, has an average daily trading volume greater than 1 million shares (as indicated by Reuters or an equivalent source) AND is issued by a company with a stock market capitalization of at least 5 billion U.S. dollars (or the equivalent in foreign currency). Day of trade blackout is still applicable.


ix. Transactions in Exchange Traded Funds which are considered Covered Securities. Day of trade blackout is still applicable.

x. Reportable Funds.


Definitions

These terms have special meanings in this Code of Ethics:

Access Person

Beneficial Ownership

Chief Compliance Officer

Covered Security

Family/Household

Non-Access Director

Reportable Fund

The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as “beneficial ownership”) are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, “beneficial ownership” has a different meaning in this Code of Ethics than it does in the SEC’s rules for proxy statement disclosure of corporate directors’ and officers’ stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.

IMPORTANT: If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer. Don’t just guess at the answer.

Access Person includes:

 

   

Every member of the board of the Firm or of the Firm’s general partner, Vaughan Nelson Investment Management, Inc., other than Non-Access Directors

 

   

Every employee of the Firm

 

   

Every employee of the Firm (or of any company that directly or indirectly has a 25% or greater interest in the Firm) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security for any client account, or whose functions relate to the making of any recommendations with respect to purchases and sales.


Beneficial ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), even if you don’t share in the profits.

Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:

 

   

Securities held in a person’s own name, or that are held for the person’s benefit in nominee, custodial or “street name” accounts.

 

   

Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or “street name” account).

 

   

Securities that are being managed for a person’s benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a “blind trust” or similar arrangement under which the person is prohibited by contract from communicating with the manager of the account and the manager is prohibited from disclosing to the person what investments are held in the account. (Just putting securities into a discretionary account is not enough to remove them from a person’s Beneficial Ownership. This is because, unless the arrangement is a “blind trust,” the owner of the account can still communicate with the manager about the account and potentially influence the manager’s investment decisions.)

 

   

Securities in a person’s individual retirement account.

 

   

Securities in a person’s account in a 401(k) or similar retirement plan, even if the person has chosen to give someone else investment discretion over the account.


   

Securities owned by a trust of which the person is either a trustee or a beneficiary.

 

   

Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or “street name” account).

This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.

Chief Compliance Officer means Richard Faig, or another person that he or she designates to perform the functions of Chief Compliance Officer when he or she is not available. For purposes of reviewing the Chief Compliance Officer’s own transactions and reports under this Code, the functions of the Chief Compliance Officer are performed by the individual designated to perform such functions by the Chief Compliance Officer.

Covered Security means anything that is considered a “security” under the Investment Company Act of 1940, or the Investment Advisers Act of 1940, except:

 

   

Direct obligations of the U.S. Government. (Note: This includes only securities supported by the full faith and credit of the U.S. Government, such as U.S. Treasury bonds, and does not include securities issued or guaranteed by federal agencies or government-sponsored enterprises that are not supported by the full faith and credit of the U.S. Government. )

 

   

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.

 

   

Shares of money market funds


   

Exchange Traded Funds (ETFs), (other than those ETFs in which the firm trades). Please see “Appendix A” (attached) for a list of Exchange Traded Funds which ARE considered Covered Securities.

 

   

Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds) other than Reportable Funds. Please refer to the definition of and current listing of Reportable Funds.

This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as “securities,” such as:

 

   

options on securities, on indexes and on currencies.

 

   

investments in all kinds of limited partnerships.

 

   

investments in foreign unit trusts and foreign mutual funds.

 

   

investments in private investment funds, hedge funds (e.g., a fund managed by the Firm) and investment clubs.

If you have any question or doubt about whether an investment is considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.

Members of your Family/Household include:

 

   

Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).

 

   

Your children under the age of 18.

 

   

Your children who are 18 or older (unless they do not live in the same household as you and you do not meaningfully contribute in any way to their support).


   

Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.

Comment—There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise need to contribute to that person’s support. Second, members of your household could, in some circumstances, learn of information regarding the Firm’s trading or recommendations for client accounts, and must not be allowed to benefit from that information.

Non-Access Director means any person who is a director of Vaughan Nelson Trust Company or of the corporate general partner of Vaughan Nelson Investment Management, L.P. but who is not an officer or employee of the Firm or of such corporate general partner and who meets all of the following conditions:

 

   

He or she, in connection with his or her regular functions or duties, does not make, participate in or obtain information regarding the purchase or sale of Covered Securities by a registered investment company, and whose functions do not relate to the making of recommendations with respect to such purchases or sales;

 

   

He or she does not have access to nonpublic information regarding any Firm clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; and

 

   

He or she is not involved in making securities recommendations to Firm clients, and does not have access to such recommendations that are nonpublic.


Reportable Fund means any investment companies (other than money market funds) that are registered under the Investment Company Act for which the Firm serves as an investment adviser or whose investment adviser or principal underwriter controls the Firm, is controlled by the Firm, or is under common control with the Firm. A Reportable Fund includes registered investment companies that are sub-advised by the Firm or any of the firm’s affiliates. See most current listing of Reportable Funds maintained by the Chief Compliance Officer.

Comment Regarding Reportable Funds

Reportable Funds are mutual funds for which the Firm or one of its affiliated companies serves as an investment adviser, sub-adviser or principal underwriter. Reportable Funds are included within the definition of Covered Securities. For a firm like ours that is part of a large organization where there are a number of firms under common control that advise, sub-advise or distribute mutual funds, the universe of Reportable Funds is large.


Personal Trading – Revised 02/28/19

Appendix A – List of Exchange Traded Funds (ETFs) in which Vaughan Nelson Invests (preclearance is required):

IWN, I-Shares Russell 2000 Value

IWM, I-Shares Russell 2000 Index

IVV, I-Shares S&P 500 Index Fund

IWD, I-Shares Russell 1000 Value

IWV, I-Shares Russell 3000 Index

IWS, I-Shares Russell Midcap Value

IWB, I-Shares Russell 1000

IWR, I-Shares Russell Midcap

IYH, I-Shares U.S. Healthcare

SUB, I-Shares Short-Term National AMT-Free Muni Bond

MUB, I-Shares S&P National AMT-Free Muni Bond

AAXJ, I-Shares MSCI All Country Asia ex Japan

ILF, I-Shares S&P Latin America 40

AGG, I-Shares Core Total US Bond Market ETF

VYM, Vanguard High Dividend Yield ETF

MGC, Vanguard Mega Cap 300

VO, Vanguard Mid-Cap

VWO, Vanguard FTSE Emerging Market

BSV, Vanguard Short-Term Bond

VCSH, Vanguard Short-Term Corporate Bond

VGSH, Vanguard Short-Term Government Bond

BIV, Vanguard Intermediate-Term Bond

VCIT, Vanguard Intermediate-Term Corporate Bond

ISTB, I-Shares Core 1-5 Year USD Bond ETF

SHM, SPDR Nuveen Capital Short Term Muni Bond

MUNI, PIMCO Intermediate Muni Bond Strategy

AMLP, Alerian MLP ETF

LOGO

  

Policy & Procedure Library

 

Publish Date: March 2019

Title: GAM UK – Code of Ethics

   Page 1

 

Code of Ethics

Owners: RBC Global Asset Management UK Compliance

Approved by: Chief Compliance Officer for RBC Global Asset Management UK

Next Review Date: March 2020

 

 

RBC Global Asset Management UK

(For Internal Use Only)


GAM UK – Code of Ethics    Page 2

 

 

 

Table of Contents

 

Code of Ethics

     1  

Table of Contents

     2  

Most Recent Changes

     3  

Policy

     4  

1   Policy Summary Statement

     4  

2   Rationale

     4  

3   Scope

     4  

4   Applicable Regulations

     4  

5   Related Policies and Procedures

     4  

6   Definitions

     4  

7   Standards of Business Conduct

     5  

8   Personal Account Dealing

     6  

9   Escalation

     6  

10   Declarations

     6  

11   Limited Exemptions

     6  

12   Record-Keeping

     7  

13   Changes to this Code

     7  

Approval, Responsibility and Review Schedule

     8  


GAM UK – Code of Ethics    Page 3

 

 

 

Most Recent Changes

 

March 2019

  

Annual Review

March 2018

  

No material changes


GAM UK – Code of Ethics    Page 4

 

 

 

Policy

 

1

Policy Summary Statement

High ethical standards are essential for the success of GAM UK to maintain the confidence of our Clients. GAM UK’s business interests are best served by adherence to the principle that the interests of our Clients come first.

This Code of Ethics (this “Code”) should be read in conjunction with RBC’s Code of Conduct, available on RBC’s intranet.

 

2

Rationale

In recognition of GAM UK’s fiduciary duty to our Clients and our desire to maintain high ethical standards, GAM UK has adopted this Code. This Code:

 

   

sets out standards of business conduct in accordance with our fiduciary duty to Clients;

 

   

fosters compliance with applicable U.S. federal securities laws; and

 

   

strives to eliminate transactions that could be suspected of being in conflict with the best interests of our Clients.

 

3

Scope

This Code applies to all Employees and adherence to this Code is a condition of employment by GAM UK.

 

   

Violations or suspected violations of this Code (including the discovery of any violation committed by another Employee) should be reported immediately to GAM UK Compliance, which will determine which persons or units are appropriate to handle the matter thereafter.

 

   

Violations of this Code may result in written warnings, written reprimands, fines, and the cancellation of transactions, disgorgement of profits, the suspension or cancellation of personal trading privileges, up to and including the suspension or termination of employment.

 

   

If you are uncertain about how any provision of this Code applies to you, you should contact your line manager, GAM UK Compliance or Human Resources.

 

4

Applicable Regulations

 

   

Section 204A, Rule 204A-1, and Rule 206(4)-7 under the Advisers Act, as amended

 

   

Section 17(j) and Rule 17j-1 under the Investment Company Act of 1940, as amended

 

5

Related Policies and Procedures

 

   

RBC Code of Conduct

 

   

RBC Privacy Risk Management Policy

 

   

Conflicts of Interest Policy

 

   

Personal Account Dealing Policy

 

   

Market Abuse Policy

 

   

Gifts and Entertainment Policy

 

   

Outside Activities and Business Interests Policy

 

   

Political Contributions Policy

 

   

GAM UK Privacy Guidelines.

 

6

Definitions

’40 Act Fund – A mutual fund formed under the Investment Company Act of 1940

Access Person – Subject to paragraph 11 below, any employee, director, or officer of GAM UK; and any other person the CCO has determined to be an Access Person because he or she is involved in making securities recommendations to Clients or has access to non-public information regarding (i) purchases or sales of securities, (ii) security recommendations or (iii) portfolio holdings.

 

   

Note: GAM UK considers all of its Employees to be Access Persons, with certain exceptions for individuals who a) do not carry out functions contributing directly to the day-to-day investment advisory business and b) have as their primary place of work an area separated from GAM UK’s investment advisory business to such an extent that they are not reasonably likely to receive inside information regarding purchases or sales of securities, security recommendations or portfolio holdings. In addition, certain employees of affiliates or otherwise related persons may be considered Access Persons when they are in receipt of non-public information regarding securities transactions, recommendations and/or holdings in any Client’s account.


GAM UK – Code of Ethics    Page 5

 

 

 

Advisers Act – The Investment Advisers Act of 1940, as amended.

Client – Any person or entity GAM UK serves as investment adviser, sub-adviser or an equivalent role. Where GAM UK is the investment adviser to a fund or collective interest, the fund or collective interest – not any fund investor – is our client.

CCO – The Chief Compliance Officer of GAM UK.

Employee – Any person who works for, or otherwise represents, GAM UK and includes:-

 

   

an officer, director, non-executive director or employee of GAM UK;

 

   

consultants, contractors, part-time employees, or agents of GAM UK, and

 

   

any person involved in making securities recommendations to Clients or who has access to non-public information regarding (i) purchases or sales of securities, (ii) security recommendations or (iii) portfolio holdings.

GAM UK – RBC Global Asset Management (UK) Limited.

GAM UK Compliance – GAM UK’s Chief Compliance Officer and his or her delegate.

 

7

Standards of Business Conduct

GAM UK shall conduct its business at all times in a manner consistent with its fiduciary duties to its Clients. This means GAM UK has affirmative duties of care, loyalty, honesty, and good faith in connection with all of its activities for its Clients, in particular ensuring that Client interests are put first at all times.

This Code and other RBC and GAM UK Policies and Procedures address certain specific elements of GAM UK’s fiduciary obligations. However, they cannot, and are not intended to, address all circumstances in which a consideration of GAM UK’s fiduciary obligations will arise.

Accordingly, GAM UK expects all Employees not only to adhere strictly to the specific requirements of this Code and other RBC and GAM UK Policies and Procedures, but also to use their own judgement and common sense in the proper application of such Policies and Procedures and to conduct themselves with honesty and integrity in accordance with GAM UK’s fiduciary obligations. Any activity that compromises those obligations or that could be perceived as improper jeopardises GAM UK’s integrity, even if it does not expressly violate a rule or a specific provision of this Code, and has the potential to harm GAM UK’s reputation or that of the RBC Group.

 

7.1

Compliance with Laws and Regulations

Section 204A-1(2) of the Advisers Act requires this Code to require all Employees to comply with all applicable laws including the Securities Act of 1933, as amended; the Securities Exchange Act of 1934, as amended; the Sarbanes Oxley Act of 2002, as amended; the Investment Company Act of 1940, as amended; and the Advisers Act, as amended. This Code and other RBC and GAM UK Policies and Procedures are intended to meet this requirement. Furthermore, Employees are required to comply with all applicable laws and regulations of jurisdictions to which GAM UK and its activities are subject. In particular, Employees are prohibited from carrying out any activity which directly or indirectly:

 

   

defrauds a Client in any manner;

 

   

misleads a Client, including any statement that omits material facts;

 

   

operates or would operate as a fraud or deceit on a Client;

 

   

functions as a manipulative practice with respect to a Client; or

 

   

functions as a manipulative practice with respect to Securities.

 

7.2

Confidentiality of Information

GAM UK and its Employees share a duty to ensure the confidentiality of Client information, including account numbers, holdings, transactions and securities recommendations. This includes the holdings and other non-public information related to accounts for which GAM UK provides investment advisory services. To ensure this duty is fulfilled, GAM UK has adopted this Code and RBC’s Code of Conduct (which incorporates RBC’s Privacy Risk Management Policy). All Employees are required to adhere to each of these policies and GAM UK’s Privacy Guidelines. All Employees are also prohibited from disclosing confidential information concerning GAM UK, including any trade secrets, other proprietary information or materials marked for internal use only.

 

7.3

Conflicts of Interest

At all times Employees shall comply with GAM UK’s Conflicts of Interest Policy.


GAM UK – Code of Ethics    Page 6

 

 

 

Employees should be aware of activities that may involve conflicts of interest. Given the nature of GAM UK’s business and business relationships it may have with its affiliates, conflicts can arise in various contexts. Where possible, GAM UK’s objective is to avoid any conflict between GAM UK, Employees, affiliates, and Clients. Where a conflict cannot be avoided, GAM UK has policies and procedures to manage those conflicts as outlined in its Conflicts of Interest Policy. As a fiduciary, GAM UK must always seek to act in the best interests of its Clients, which means the interests of GAM UK’s Clients must always come first. If you are concerned that a situation you encounter or an activity that you are involved in may present a conflict between your personal interests and a Client’s interests or between GAM UK’s business interests and a Client’s interests, contact your manager or the CCO for guidance.

 

7.4

Material Non-Public Information

It is a violation of the fiduciary obligation owed to Clients and securities laws to use knowledge about trading activity or proposed trading activity in Clients’ accounts to engage in trades for your own benefit. The terms “trading ahead” or “front running” are used to describe the improper practice where an Employee trades for his or her own account before a trade in the same security occurs on behalf of a Client’s account, knowing that the effect of the trading in the Client’s account will be to his or her personal benefit. The pre-clearance requirement and rules explained in the Personal Account Dealing Policy are designed to help prevent, detect and correct these and other improper practices.

GAM UK policies, rules and reporting requirements are also reasonably designed to allow GAM UK to address potential or actual issues related to trading when one might be holding material, non-public information, commonly referred to as “insider trading”. If you believe you have come into possession of material, non-public information, you must immediately notify GAM UK Compliance, refrain from engaging in transactions in that security and maintain the confidentiality of the information. It is a violation of U.S. federal securities law to trade on material, non-public information.

At all times comply with all relevant GAM UK policies, including the Market Abuse Policy.

 

8

Personal Account Dealing

The Personal Account Dealing Policy describes GAM UK’s policies and procedures in relation to personal transactions in Securities. The Personal Account Dealing Policy applies to all Employees.

 

9

Escalation

Any breach of this Code or other policies referenced in paragraph 5 must be promptly reported to GAM UK Compliance or the CCO. The CCO will decide what further action to take.

 

10

Declarations

All Employees will be required to complete an Annual Compliance Declaration confirming receipt of and compliance with the Code of Ethics and other policies outlined in paragraph 5 and any amendments.

 

11

Limited Exemptions

 

11.1

RBC Exempt Individuals

Certain GAM UK officers and/or directors (“RBC Executives”) may not be GAM UK employees and may serve in such roles solely at the request of RBC or its affiliates. If ALL of the following conditions apply, such RBC Executives shall be exempt from this Code but will be required to provide an annual certification of the facts giving rise to their exempt status. These individuals will not be considered “Access Persons”.

Exempt individuals must be individuals who:

 

   

Have no day to day involvement with GAM UK;

 

   

Do not predominantly use GAM UK premises as their workplace;

 

   

Do not make securities recommendations to GAM UK Clients or have access to such recommendations that are non-public;

 

   

Do not have access to non-public information regarding any Clients’ purchase or sale of securities;

 

   

Do not have access to non-public information regarding the portfolio holdings of any Client account; and

 

   

Are subject to other applicable similar Codes, including enterprise-wide policies related to trading RBC securities.


GAM UK – Code of Ethics    Page 7

 

 

 

11.2

Extraordinary Exemptions

GAM UK Compliance may grant limited exemptions to certain requirements of the Code in its sole discretion, where extraordinary circumstances warrant and GAM UK Compliance is satisfied that granting the exemption would not represent a breach of relevant rules and regulations, a breach of GAM UK’s fiduciary obligations or undue risk to its Clients or GAM UK. All requests for such exemptions shall be in writing and GAM UK Compliance will maintain a written record of its response.

 

11.3

RBC Functions

Members of RBC Functions who, despite not being an employee, officer or contractor of GAM UK, have access to GAM UK’s working area and may have or require access to non-public information regarding (i) purchases or sales of securities, (ii) security recommendations or (iii) portfolio holdings, may be considered Access Persons and will therefore be subject to the Personal Account Dealing Policy and the standards of conduct set out in paragraph 7 above, but will not be subject to other GAM UK policies where those individuals are subject to equivalent policies of RBC or other RBC entities.

 

12

Record-Keeping

Records required to be kept for seven years (minimum two years on-site)

 

   

A copy of the Code of Ethics and other GAM UK Related Policies and Procedures listed in paragraph 5 currently in effect and any that have been in effect within the past seven years

 

   

A record of any violation of the Code of Ethics and of any action taken as a result of the violation

 

   

All written acknowledgements of the Code of Ethics for each person who is currently, or within the past seven years was, an Access Person

 

   

A list of persons who are currently, or within the past seven years were considered Access Persons

 

   

Any reports made to the Board of Directors of a ’40 Act Fund advised or sub-advised by GAM UK related to this Code of Ethics and other policies identified in paragraph 5

 

   

All records related to the granting of exemptions to the Code of Ethics

 

   

All records documenting the annual review of the Code of Ethics.

 

13

Changes to this Code

Any material change to this Code must be notified to any ’40 Act Fund advised or sub-advised by GAM UK promptly, so that the ’40 Act Fund is able to approve the change within six months.


GAM UK – Code of Ethics    Page 8

 

 

 

Approval, Responsibility and Review Schedule

 

Contact Information:

   RBC Global Asset Management UK Compliance

Responsibility for this Policy:

   RBC Global Asset Management UK Compliance
Policy Review and Approvals:

Review Cycle:

   Annual

Next Review Due:

   March 2020

Approved By:

   Chief Compliance Officer RBC Global Asset Management UK

Approval Date:

   25 March 2019

 

 

End of Document

 

  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

1. Scope

  

This Code of Ethics (the “Code”) covers the City of London Investment Group plc, including all its subsidiary companies, together, known as the “Firm” or “CLIG” and is applicable to all Access Persons regardless of jurisdiction. This Code applies from the above date and will apply unless and until amended.

  

For the purpose of the Code, the “Firm” or “CLIG” is used to represent the following regulated entities and branch office:

  

•  City of London Investment Management Company Limited (“CLIM”) (registered in England and Wales No. 2851236), is authorized and regulated in the UK by the Financial Conduct Authority (FCA) and registered as an Investment Advisor in the US with the Securities and Exchange Commission (SEC).

  

•  City of London Investment Management (Singapore) Pte. Ltd (“CLIM Singapore”) (No 200709045R) is registered with the Monetary Authority of Singapore (MAS) and holds a Capital Markets Services License for Fund Management.

  

•  City of London Investment Management Company Limited (Dubai branch) (“CLIM Dubai”) is authorized by the Dubai Financial Services Authority (DFSA).

  

The Code has been designed to comply with the following regulatory rules and guidance:

  

UK Financial Conduct Authority Handbook

  

•  Principle 1 – Integrity

  

•  Principle 3 – Management & Control

  

•  Principle 6 – Customers’ Interests

  

•  Principle 8 – Conflicts of Interest

  

•  COBS 2.3 – Inducements

  

•  COBS 11.7 – Personal Dealing

  

US Securities and Exchange Rule

  

•  Rule 204A-1 of the Investment Advisers Act of 1940

 

Page 1 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

  

Dubai Financial Services Authority Rulebook

  

•  GEN 4 Principle 1 – Integrity

  

•  GEN 4 Principle 3 – Management, Systems and Controls

  

•  GEN 4 Principle 6 – Information and Interests

  

•  GEN 4 Principle 7 – Conflicts of Interest

  

•  COB 3.5.3 – Conflicts of Interest

  

•  COB 6.2 – Personal Account Transactions

  

Monetary Authority of Singapore

  

•  Guidelines on Licensing, Registration & Conduct of Business for FMCs

  

•  Regulation 4 under Securities and Futures Act (Cap. 289)

  

•  IMAS Standards of Professional Conduct

  

CFA Institute

  

The Firm is a signatory to the CFA’s Asset Manager Code of Professional Conduct. The current recommendations and guidance to the CFA’s Asset Manager Code of Professional Conduct is the second edition reprinted June 2012, which is available via the following link.

  

https://www.cfainstitute.org/ethics/codes/assetmanager/Pages/index.aspx

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

2. Table of Contents

  

1.

  

Scope

  

Page 1

  

2.

  

Table of Contents

  

Page 3

  

3.

  

Statement of Policy

  

Page 3

  

4.

  

Responsibilities

  

Page 3

  

5.

  

Definitions

  

Page 3

  

6.

  

Background

  

Page 4

  

7.

  

Standards of Conduct

  

Page 4

  

8.

  

Foreign Corrupt Practices Act (US)

  

Page 6

  

9.

  

UK Bribery Act

  

Page 6

  

10.

  

Conflicts of Interest

  

Page 8

  

11.

  

Insider Dealing

  

Page 8

  

12.

  

Confidentiality

  

Page 8

  

13.

  

Personal Account Dealing

  

Page 8

  

14.

  

Gifts, Donations and Hospitality

  

Page 16

  

15.

  

Political Contributions and Charitable Gifts

  

Page 20

  

16.

  

Outside Business Interests

  

Page 21

  

17.

  

Authorized Signatories

  

Page 21

  

18.

  

Use of Wet and Electronic Signatures

  

Page 22

  

19.

  

Recordkeeping

  

Page 22

  

20.

  

Sanctions

  

Page 23

  

21.

  

Detection and Reporting of Code Violations

  

Page 23

  

22.

  

Policy Owner

  

Page 24

  

23.

  

Version Control Table

  

Page 24

 

3. Statement of Policy

  

This Code of Ethics sets out the standards of business conduct expected of Access Persons and their requirements to comply with the various rules and regulations that apply to the Firm and its subsidiaries in a number of jurisdictions globally.

  

This Code of Ethics may be provided to clients, investors or prospective clients and investors, subject to prior approval from Compliance.

4. Responsibilities

  

The CLIG Board is responsible for the Initial Approval of this policy. Any changes / amendments to this policy will be made in accordance with the Approval of Policies section in the Policy for Policies.

5. Definitions

  

“Access Person” means any employee of the Firm, including part-time employees and consultants with access to a Firm server or working on-site at a Firm office for more than 30 days.

 

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   Code of Ethics
   February 2019

 

  

 

 

  

“Compliance” refers to any member of the Firm’s Compliance department or the department as a whole.

  

“Immediate Family Member” means any relative by blood or marriage, or any other individual, living in an Access Person’s household subject to the Access Person’s financial support (spouse, minor children, parent, domestic partner, etc.).

6. Background

  

The SEC requires all Registered Investment Advisers to maintain a Code of Ethics under Rule 204A-1 of the Investment Advisers Act of 1940. In addition, the FCA requires firms to maintain policies that are proportionate to the size and nature of their business, including but not limited to: Personal Account Dealing, Gifts & Hospitality, Conflicts of Interest, and Outside Business Interests among others. Furthermore both the MAS & the DFSA require firms to establish Personal Account Dealing policies and procedures in accordance with their rules and guidelines.

7. Standards of Conduct

  

The Firm has a fiduciary duty to clients that requires all Access Persons to act solely for the benefit of those clients. All Access Persons are expected to adhere to the highest standard of professional and ethical conduct. Access Persons should be aware of situations that may give rise to an actual or perceived conflict with our clients’ interests, or have the potential to damage the Firm’s reputation.

  

Fiduciary duty - this term should not be misunderstood: put simply this is the obligation to at all times place the client’s interests first and to eliminate or mitigate any conflicts of interest. As fiduciaries, investment advisers such as the Firm have an affirmative duty to act in the best interests of their clients and to make full and fair disclosure to clients regarding conflicts of interest.

  

This Code of Ethics is designed to:

  

•  Protect CLIM’s clients by deterring misconduct;

  

•  Guard against violation of the securities laws;

  

•  Educate Access Persons regarding the Firm’s expectations and the laws governing their conduct;

  

•  Remind Access Persons that they are in a position of trust and must act with complete propriety at all times;

  

•  Protect the reputation of the Firm; and

  

•  Establish procedures for Access Persons to follow so that the Firm may determine whether Access Persons are complying with its ethical principles.

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

  

The Code is based upon the principle that the Directors and Access Persons of the Firm owe a fiduciary duty to the clients of the Firm to conduct their affairs, including personal securities transactions among others, 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) engaging in any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. This fiduciary duty includes the duty of Compliance to report violations of the Code to the Firm’s Board of Directors and the Board of Directors of any U.S. registered investment company for which CLIM itself acts as adviser or sub-adviser.

    

  

The Code aims to meet, and all Access Persons are required to comply with, the requirements of United Kingdom regulatory expectations as set out in the Rules and Guidance of the FCA, the requirements of United States federal securities laws, the requirements of the MAS, the regulatory rules and guidance for Dubai as set out in the DFSA rulebook and the applicable laws, as well as international financial services best practices.

  

Strict compliance with the provisions of this Code shall be considered a basic condition of employment with the Firm. It is important that Access Persons understand the reasons for compliance with this Code. The Firm’s reputation of fair and honest dealing with its clients and the investment community in general, has taken considerable time to build. This standing could be seriously damaged as the result of even a single security transaction considered questionable in light of the fiduciary duty owed to our clients. Access Persons are urged to seek the advice from Compliance for any questions as to the application of this Code to their individual circumstances. Access Persons should also understand that a material breach of the provisions of this Code may constitute grounds for disciplinary action and/or termination of employment with the Firm.

  

Access Persons are expected to respond truthfully and accurately to all requests for information. With general exceptions as outlined below, any reports, statements or confirmations described herein and submitted or created under this Code will be treated as confidential to the extent possible.

  

Access Persons should be aware that copies of such reports, statements or confirmations, or summaries of each, may be provided to certain managers or Directors of the Firm, to compliance personnel and the Board of Directors of any registered investment company client, outside counsel, and/or regulatory authorities upon appropriate request.

 

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   Code of Ethics
   February 2019

 

  

 

 

8. FCPA

  

The Foreign Corrupt Practices Act (FCPA) contains anti-bribery provisions that prohibit any corrupt payments to non-US government officials. These payments can be in the form of cash, gifts, entertainment, travel expenses, charitable contributions, etc. and would be for the purpose of gaining improper advantage or influence over that official.

  

Interactions with non-US government officials could take place in various contexts; staff should have regard to clients or prospective clients who are government officials, or clients or prospective clients who are government owned or controlled. Institutional clients or prospects which are central banks, sovereign wealth funds or government pension funds are clear examples where FCPA issues might arise and staff awareness should be heightened.

  

Gifts and entertainment or other expenses which are reasonable and directly related to bona fide business purposes are not offenses under the FCPA; however, in such cases recordkeeping must be clear and unambiguous.

  

Before any planned contact with non-US government officials, staff must advise senior management and Compliance. Any concerns that staff might have that a breach of the FCPA might have occurred should be immediately communicated to the CEO and Compliance.

  

Further information is contained within the CLIG Anti-Bribery & -Corruption Policy and Procedures document which is available to all staff via the Firm’s intranet.

9. UK Bribery Act

  

During 2011, the UK Bribery Act 2010 (the “Act”) became effective in the UK. The Act creates four new criminal offences in relation to bribery and corruption, namely:

  

•  an offence of bribing another person;

  

•  an offence of being bribed;

  

•  an offence of bribing a foreign official; and

  

•  a strict liability offence where a commercial organization fails to prevent bribery.

  

Bribing another person: this offence is committed if a person offers, promises or gives a financial or other advantage to another person either:

  

•  with the intention of inducing that person to, or rewarding that person for, performing a relevant function or activity improperly; or

  

•  knowing that the acceptance of the advantage would itself constitute the improper performance of a relevant function or activity.

 

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   Code of Ethics
   February 2019

 

  

 

 

  

Bribing a foreign public official: this offence is committed where a person offers, promises or gives a financial or other advantage to another with the intention of influencing that person in their capacity as a Foreign Public Official (“FPO”) in order to obtain business or an advantage in the conduct of business. An FPO is defined as an individual who:

  

•  holds a legislative, administration or judicial position of any kind;

  

•  exercises a public function on behalf of any country or territory outside of the UK, or for any public agency or public enterprise; or

  

•  is an official or agent of a public international organization.

  

It is important to note the difference in offence between bribing another person and bribing an FPO in that the offence of bribing an FPO does not require proof of improper performance or an intention to induce improper performance.

  

Impact on gifts and hospitality: the Act and its related Guidance recognizes that both hospitality and promotional expenditure are established and important parts of doing business, and states that the UK government will not seek to use the Act to prohibit “reasonable and proportionate” hospitality and promotional or other similar business expenditure. Nevertheless, the Guidance notes that “hospitality and promotional or other similar expenditure can be employed as bribes.” The Guidance considers that an invitation to a sporting event, for example, “as part of a public relations exercise designed to cement good relations or enhance knowledge in the organization’s field is extremely unlikely to amount to an offence.” That said more lavish hospitality or expenditure is far more likely to raise concerns.

  

Where an FPO is involved, an offence does not require any actual proof of impropriety. Accordingly, Access Persons should proceed with extreme caution in all of their dealings with FPOs, including, for example, sovereign wealth funds.

  

The key is being comfortable that whatever hospitality or entertainment is provided, it must not be intended to induce a person to breach a duty to act in good faith, impartially or in conformance with a position of trust (but do not forget the lower threshold that applies when dealing with FPOs).

  

Facilitation payments: defined as “small bribes paid to facilitate routine Government action.” Often seen as a common feature of doing business in some countries, such payments are not exempt from the Act (in contrast with, for example, the US FCPA).

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

  

Access Persons must not make any facilitation payments even if such payments are common occurrences.

  

Due to the extra-territorial provisions of the Act, all Access Persons should be aware of their obligations and requirements under the Act, regardless of which office they work in. Further information is contained within the CLIG Anti-Bribery & -Corruption Policy and Procedures document which is available to all staff via the Firm’s intranet.

10. Conflicts of Interest

  

As a fiduciary, the Firm has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of its clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. In addition, the Firm imposes a higher standard by providing that Access Persons must try to avoid situations that have even the appearance of conflict or impropriety. The Firm operates a separate Conflicts of Interest Policy that applies to all staff globally and which is available to all staff via the Firm’s intranet.

11. Insider Dealing

  

The Firm forbids any Director or Access Person from trading, either personally or on behalf of others, on material nonpublic information or communicating material nonpublic information to others in violation of any law or regulation. This conduct is frequently referred to as “insider dealing” or “insider trading.” The Firm operates a separate Global Market Abuse Prevention Policy and Procedures document that applies to all staff globally and which is available to all staff via the Firm’s intranet.

12. Confidentiality

  

Confidentiality is a cornerstone of our duties to our clients and to our colleagues. Any information acquired in connection with employment by the Firm, including information regarding actual or potential investment decisions, portfolio/fund composition, research, Firm activities, or client interests, is confidential and may not be used in any way that might be contrary to or conflict with, the interests of our clients, or the Firm. Additionally, certain clients may specifically require that their relationship with the Firm be treated confidentially, and Access Persons are reminded to be sensitive to this.

13. Personal Account Dealing

  

The Firm understands that it is appropriate for Access Persons and their immediate family members to participate in the public securities markets as part of their overall personal investment programs. As in other areas, however this should be done in a way that limits potential conflicts with the interests of any account managed by the Firm. Access Persons are reminded that Personal Account Dealing is a privilege, not a right. Personal Account Dealing must not unduly impinge on an Access Person’s work for, and obligations to, the Firm. For the avoidance of doubt, any Personal Account Dealing by

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

  

the Group’s Non-Executive Directors is not captured under this Code, but under the separately maintained CLIG Dealing Code.

   Definitions
  

“Beneficial Interest”: An Access Person is deemed to have a Beneficial Interest with respect to securities held in accounts over which the Access Person has direct or indirect influence or control. Beneficial Interest shall be interpreted in accordance with Section 16 of the Securities Exchange Act of 1934 and rules and interpretations thereunder.

  

“Covered Security”: Common and Preferred Shares of equity securities; corporate bonds; exchange-traded funds (ETFs) with an average daily market capitalization below USD $100 million; notes; convertibles; depository receipts (e.g.. ADRs, EDRs and GDRs); futures contracts (see exclusions below); limited partnership and limited liability company interests, private investment funds, venture capital trusts (“VCTs”) hedge funds, and investment clubs; subscription shares; options or warrants to purchase or sell securities; and open-end funds that are advised or sub-advised by the Firm.

  

The following are specifically excluded from the definition of Covered Security above:

    

  

•  Direct obligations of any government, state or territory or its agencies, instrumentalities, municipalities and political subdivisions;

  

•  Bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements;

  

•  Shares issued by money market funds;

  

•  Shares of ETFs that have an average daily market capitalization above $100 million;

  

•  Shares of open-end mutual funds or equivalent funds that are not advised or sub-advised by CLIM; and

  

•  Broad-based stock index futures and options on such futures.

  

“Personal Account” means any securities and futures account of an Access Person in which the Access Person has a direct or indirect pecuniary interest and which account holds Covered Securities. An account established for the benefit of the following will be presumed to be a Personal Account unless the Access Person and Compliance agree otherwise in writing: (1) an Access Person; (2) the spouse/domestic partner of an Access Person; (3) any child of an Access Person under the age of 21, whether or not residing with the Access Person; (4) any other family member of the Access Person residing in the same household with the Access Person or to whose financial support the Access Person

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

    

 

makes a significant contribution; and (5) any other account in which the Access Person has investment discretion or a direct or indirect beneficial interest (e.g. joint accounts, trustee accounts, partnerships, investment clubs, estates or closely held corporations in which the Access Person has a beneficial interest).

 

“Prohibited Security,” any transactions in shares of closed-end funds and listed real estate investment trusts (REITs) are strictly prohibited.

 

“Transaction” for the purposes of the Code means any purchase or sale of a Covered Security.

 

Preclearance

 

Transactions in any Covered Security must be “precleared” with Compliance prior to being executed. The Preclearance Form is available on the intranet site. Once the relevant information is completed, the form should be submitted to Compliance@citlon.co.uk. The Preclearance Form is checked against the Firm’s Insider and Restricted Lists on Charles River as well as transactions in process or contemplated for any account managed by the Firm. Compliance will advise by return email whether the transaction(s) has been approved or not.

 

Preclearance approval is only effective for two business days (i.e., the close of trading on the business day after you receive approval, regardless of the market/office in which the Access Person resides).

 

Once the transaction is executed, Access Persons must send confirmations/contract notes to Compliance (or arrange for them to be sent directly by the broker). This information will then be used to reconcile the trades listed on the Access Person’s next quarterly transaction report.

 

In addition for those Access Persons based in Singapore, they will need to enter the executed transaction details into their Form 15 log which is a specific MAS requirement.

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

 

Reporting

 

Access Person Personal Accounts

 

All Access Persons are required to notify Compliance in writing of any Personal Account (defined above). Notification can be made as follows:

 

1.  New Hires should utilize the Initial Holdings Report to report any existing Personal Accounts at the time of hire with the Firm.

 

2.  Any Personal Account established after an Access Person is associated with the Firm should be reported in the next Quarterly Code of Ethics Report.

  Broker Confirms and Statements
 

Access Persons may place transactions with the broker of their choosing. However, they will be required to send a duplicate confirmation of Transactions in Covered Securities and any regular statements to Compliance. If the broker is not willing to send duplicate confirmations/regular statements or charges an extra fee, it is the Access Person’s responsibility to provide copies instead. The purpose of receiving duplicates is to independently confirm compliance with the Code, especially as it relates to compliance with preclearance of trades and reporting.

  Periodic Reports/Statements/Certifications
 

Initial Holdings Report

 

All Access Persons are required to submit to Compliance an Initial Holdings Report within 10 calendar days of joining the Firm, except for Access Persons based in Singapore, where the requirement is 7 calendar days. This report must contain a full list of Covered Securities in which he or she has a direct or indirect Beneficial Interest and a list of Personal Accounts. The report must include the following information:

    

 

•  Name and type of security, ticker symbol/CUSIP number, number of units/shares, principal amount;

 

•  Account holder (Access Person or Immediate Family Member);

 

•  Name of any broker, dealer or bank with which the Access Person has an account;

 

•  Account number, name(s) on the account and type of account; and

 

•  The date the report is submitted. The information disclosed in the report should be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

 

If the above information is contained on a brokerage statement, the Access Person may attach the statement to the signed Initial Holdings Report.

 

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   Code of Ethics
   February 2019

 

  

 

 

 

If the Access Person does not have any Covered Securities to disclose, then a ‘zero holdings’ report should still be provided to Compliance.

 

In addition, for those Access Persons based in Singapore, the same information needs to be included on their individual Form 15 template as required by the MAS.

 

The Initial Holdings Report and the Form 15 template where applicable, may be included as part of other New Starter forms.

 

Annual Holdings Report

 

Each Access Person must also submit to Compliance an Annual Holdings Report, which is an update to the Initial Holdings Report (described above). This report should be current to 31 December of each year (within 45 days before the annual report is submitted) and submitted to Compliance no later than 14 February of the following year. The Annual Holdings Report is part of the Annual Code of Ethics Report distributed by Compliance.

    

 

Quarterly Code of Ethics Report

 

A quarterly record of all Transactions in Covered Securities must be submitted by each Access Person within 30 calendar days of the end of each calendar quarter. This requirement exists even where an Access Person had no transactions in Covered Securities during that quarter.

 

The following information must be provided on the report for each transaction in a Covered Security:

 

•  The date of the transaction, issuer and ticker/CUSIP, number of shares, and/or the principal amount of each security involved;

 

•  Whether the transaction is a purchase, sale or other acquisition or disposition;

 

•  The transaction price; and

 

•  The name of the broker, dealer or bank through whom the transaction was effected.

 

If the above information is contained on the Access Person’s brokerage statement, trade confirmation/contract note or other document, the Access Person may attach such document to the Quarterly Code of Ethics Report.

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

 

As noted previously, any newly opened Personal Accounts should be disclosed on the next submitted Quarterly Code of Ethics Report. The report requests the name of the broker, dealer or bank, account number, name(s) on the account, type of account and date of account opening.

 

Initial Certification

 

The Firm provides all new Access Persons with a copy of this Code. The Firm requires all Access Persons to certify in writing that they have: (a) received a copy of the Code; (b) read and understand all provisions of the Code; and (c) agreed to comply with the spirit and letter of the Code. This certification may be included as part of other New Starter forms.

 

Acknowledgement of Amendments

 

The Firm will provide Access Persons with any material amendments to the Code and Access Persons will submit a written acknowledgement that they have received, read, and understood the amendments to the Code. The Firm and Compliance will make every attempt to bring important changes to the attention of Access Persons.

 

Annual Certification

 

All Access Persons are required to annually certify that they have read, understood, and complied with the Code. Under normal circumstances, this certification will form part of the Annual Code of Ethics Report distributed by Compliance.

 

The reports and deadlines described above are an essential part of this Code and must be strictly adhered to, without exception.

  Restrictions
 

Each Access Person is required to ensure that any Immediate Family Member is complying with the preclearance obligations described above. Non-compliance with the Code by an Immediate Family Member will have the same ramifications on the Access Person as if it were the Access Person who did not comply.

 

The restrictions set out below are designed to avoid any actual or perceived conflict with clients’ interests. It is intended that Access Persons will comply with the restrictions

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

 

below in good faith and conduct their personal transactions in keeping with both the letter and spirit of the Code.

 

Short-term Trading

 

Access Persons are prohibited from taking a short-term trading profit with respect to transactions in Covered Securities. For the purposes of the Code, the time limit for taking a trading profit is 30 days from the date of purchase (beginning on T + 1).

 

Excessive or Inappropriate Trading

    

 

The Firm understands that it is appropriate for Access Persons to participate in the public securities markets as part of their overall personal investment programs. As in other areas, however this should be done in a way that limits potential conflicts with the interests of any account managed by the Firm. Further, it is important to recognize that otherwise appropriate trading, if excessive (measured in terms of frequency, complexity of trading programs, numbers of trades, or other measure as deemed appropriate by Compliance), may compromise the best interests of a client if such excessive trading is conducted during the workday or using Firm resources. Accordingly, if personal trading rises to such dimension as to create an environment that is not consistent with the Code, such personal transactions may not be approved or may be limited by Compliance.

 

Margin Accounts

 

Access Persons are prohibited from purchasing shares via the use of margin. Access Persons should not have Margin Accounts with any broker.

 

Short Sales, Options Transactions, Derivatives, and Spread Betting

 

The Firm discourages short sales and options transactions. An Access Person may engage in such transactions subject to the preclearance requirements; but Access Persons should be aware of the risks of making such investments and comply with the Code at all times. Transactions in derivative instruments shall have the same restrictions as the underlying securities. Spread betting on securities and indices is not encouraged, but where an Access Person wishes to undertake these transactions, pre-clearance must be obtained from Compliance. Spread betting on non-financial items (e.g. election or sporting results) is allowed under the Code, but is not encouraged.

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

 

Initial Public Offerings (“IPOs”) and Limited/Private Company (non-listed) Offerings

 

Access Persons are prohibited from engaging in IPO transactions and from purchasing securities in private enterprises or participating in limited offerings unless prior approval has been obtained from Compliance. Factors affecting approval include the determination that the investment opportunity need not be reserved for clients, and/or that the Access Person is not being offered the opportunity due to his/her employment with the Firm.

  Exceptions
  Transaction Exemptions
 

In certain circumstances, Compliance may grant exemptions from the personal transaction restrictions in the Code. The decision will be based on the consideration that a hardship exists and that the transaction for which the exemption is requested does not conflict with a client’s interests or violate any other policy, regulation or law. Other factors that will be considered include the size of the holding, the period of time held, capitalization and liquidity, and any other relevant factors.

 

A request for exemption should be made in writing to Compliance setting out the nature of the hardship along with all pertinent facts. Records of the request for and outcome of exemptions will be kept confidential but will be available for regulatory inspection as and when required.

 

Transactions in City of London Investment Group plc Shares

 

Transactions in City of London Investment Group plc (CLIG) shares are outside the scope of the Code, however, pre-approval is required from the CLIG Chairman. Please refer to the Finance Director or the HR Manager for information on such investments.

 

Exceptions to the Preclearance and 30 Day Holding Requirements

 

The following transactions are exempt from the Code’s preclearance and short-term trading requirements:

 

•  Transactions in any account over which the Access Person has no direct or indirect influence or control including accounts in which the Access Person has granted to a broker, dealer, trust officer or other third party non-Access Person full discretion to execute transactions on behalf of the Access Person without consultation or Access Person input or direction. An example would be Managed Accounts;

 

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City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

 

•  Purchases or sales which are involuntary on the part of the Access Person;

 

•  Purchases or sales within the Firm’s 401k plan;

 

•  Purchases or sales which are part of an automatic dividend reinvestment plan;

 

•  Purchases or sales effected upon 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;

 

•  Purchases or sales of currencies and interest rate instruments or futures or options on them; and

 

•  Transactions in CLIG shares.

 

Compliance will maintain a log of all exceptions granted under the Code.

14. Gifts, Donations & Hospitality

 

It is expected that all Access Persons will exercise good judgment in considering the value, frequency and intent of gifts and entertainment. Normal business entertaining is unlikely to conflict with the regulatory requirements, but if Access Persons have any doubts in this regard, they should consult Compliance before accepting or offering.

 

In all areas of Gifts & Corporate Hospitality, the gifts / offers of corporate hospitality are made to the Firm and not the individual and therefore any gifts / corporate hospitality offered to external parties are by default made on behalf of the Firm and not the individual as it is the Firm’s resources that are being used.

 

The Firm is happy to sponsor lunches and dinners as long as these are corporate events involving more than one member of staff as they should be for the benefit of the Firm and not just the individual. The inclusion of partners/spouses should be discouraged to allow meaningful business discussions to take place and to avoid any confidential information being inadvertently disclosed to ‘outsiders’.

 

Values/limits set out within this section of the Code relate to GBP for the UK office, SGD for the Singapore office and USD for the US & Dubai offices. In addition, values/limits should be calculated per each individual recipient/donor to determine notification and pre-approval requirements.

 

All approvals must be provided to Compliance using the Gifts and Hospitality Approval Form, which is available via the intranet. The form must be completed fully as the details are included in the Gifts and Hospitality Log which is maintained by Compliance.

 

Page 16 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

   Accepting gifts
  

The only gift (other than entertainment – see below) that may be accepted by an Access Person is a gift of nominal value (i.e. a gift whose reasonably estimated value is not more than GBP/USD/SGD50 or promotional items (e.g. pens, t-shirts, umbrellas and other logo items). Under no circumstances may an Access Person accept a gift of cash or cash equivalent items.

  

Acceptance of a gift that is directed at the Firm should be cleared with a Director of the Firm or Compliance. If approved, these gifts will be treated as the property of the Firm.

  

If an Access Person receives a gift that is prohibited under this Code it must be declined or returned in order to protect the reputation and integrity of the Firm and its Access Persons. Where it may be deemed inappropriate to decline a gift, for whatever reason, an Access Person should seek advice from a Director or Compliance.

  

As mentioned previously, all gifts must be reported on the Gifts and Hospitality Approval Form. It is expected that individuals use discretion with regard to excessive gifts and seek approval from department heads prior to acceptance.

  

Providing or accepting travel and/or entertainment

  

The Firm recognizes that occasional participation in entertainment opportunities provided by or to clients, brokers, vendors or other such organizations can be beneficial to relationship building. Examples of such opportunities include: lunches/dinners, cocktail events, golf or other sporting events.

  

Occasional participation by an Access Person in such entertainment for legitimate business purposes is therefore permitted provided that:

  

•  A representative from the hosting organization attends the event with the Access Person;

  

•  The primary purpose of the event is to discuss business or build a business relationship;

  

•  The Access Person demonstrates the appropriate standard of personal conduct; and

  

•  Participation complies with the requirements regarding entertainment tickets, lodging, and travel arrangements (see relevant sections below).

 

Page 17 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

    

 

Entertainment opportunities must be reported on the Gifts and Hospitality Approval Form except as noted below. It is expected that individuals use discretion with regard to excessive (value and frequency) entertainment opportunities and seek approval (where relevant) prior to acceptance.

 

ENTERAINMENT - AUTHORIZATION THRESHOLDS (GBP/USD/SGD) – ALL ACCESS PERSONS

Up to 50

  

Notification to Compliance1

51 - 100

  

Line Manager pre-approval

Notification to Compliance

101 - 200

  

Line Manager pre-approval

Compliance pre-approval

Above 200

  

Line Manager pre-approval

Compliance pre-approval

Director pre-approval

 

 

Tickets for an Entertainment Event

    

 

Access Persons may provide/accept tickets to an entertainment event if the host will attend the event, and the face value of the ticket fee is 200 or less, not including the value of food that may be provided before, during, or after the event.

 

Unless prior approval is obtained from their Line Manager and Compliance, Access Persons may not participate in entertainment event if the following circumstances exist: 1) ticket has a face value above 200; 2) the host is unable to attend the event; 3) the event is unusual or high profile (e.g., a major sporting event), or 4) any other opportunity not otherwise described herein.

 

Lodging

 

It is prohibited for any Access Person to accept a gift of lodging in connection with any entertainment opportunity. An Access Person must pay for his/her own lodging expense in relation to any such event unless as a director has agreed that the Firm will pay.

 

1 

This notification to Compliance can be made via email to compliance@citlon.co.uk as long as such email is sent promptly with the same information requested on the Gifts and Hospitality Approval Form.

 

Page 18 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

 

Car, limousine or other related services

 

An Access Person must exercise his/her own reasonable judgment with respect to accepting rides in limousines, cars, taxis or other related services. Other than in exceptional circumstances (e.g. relating to personal safety concerns) Access Persons are discouraged from accepting limousine or car services paid for by a host when the host is not present.

 

Air or rail travel

 

As with lodging (above) it is prohibited for an Access Person to accept a gift of air/rail travel in connection with any entertainment opportunity. An Access Person must pay for his/her own air/rail travel expense in relation to any such event. The use of private aircraft or charter flights arranged for by the host for entertainment related travel is strictly prohibited.

 

All lodging and/or travel costs with regards to corporate hospitality must be borne by the Access Person accepting the benefit in kind. If you are not prepared to pay for the lodging and/or travel costs associated with the corporate hospitality, you should decline the invitation.

  Solicitation of gifts, contributions or sponsorships
 

An Access Person may not solicit gifts, entertainment tickets, gratuities, or sponsorships from clients, brokers, vendors, or companies in which the Firm invests or conducts research into. This prohibition does not apply to personal gifts or offers of Access Person owned tickets between Access Persons.

  Giving gifts
 

In certain circumstances it may be acceptable for the Firm or its Access Persons to extend gifts to clients or others who do business with the Firm. Gifts of cash or cash equivalent items are prohibited. All gifts must be pre-cleared by Compliance or a Director of the Firm.

 

Regulations relating to the investment management of U.S. state or municipal pension funds often severely restrict or prohibit the offer of gifts or entertainment of any value to government officials (elected officials and Access Persons of elected offices) who have involvement or influence over the selection of an investment manager.

 

Page 19 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

   It is the Firm’s policy not to provide gifts to officials of U.S. state or municipal pension plans.
   Giving entertainment opportunities
  

Access Persons are not permitted to source tickets to entertainment events (for clients or others who do business with the Firm) from any other Access Person, brokers, vendors or other organizations with whom the Firm transacts business. This prohibition does not apply to personal gifts or offers of Access Person owned tickets between Access Persons.

15. Political Contributions & Charitable Gifts   

The Firm does not make financial contributions to political candidates or parties, nor does the Firm make financial contributions to charitable fund raising causes with any connection to our clients; we believe that by avoiding any potential perception of conflicts of interest from arising puts all parties in the best possible position when conducting investment business. Investment business is the prime focus of the Firm and our objective is to deliver the best possible investment performance for our clients and investors, without distraction, and to be accountable to our clients and investors on that basis.

  

All Contributions by an Access Person, or their spouse/domestic partner, including but not limited to in-kind contributions, must be pre-cleared by Compliance. Access Persons who wish to provide their services on a voluntary basis to political campaign party committees or PACS must complete a “Contribution Request Form” and submit the Form to Compliance for pre-approval.

  

Access Persons must also keep the following in mind:

  

1.  To the extent they incur expenses from personal resources (e.g., hosting a reception) or utilize the Firm’s resources (such as facilities, office space, funds, or personnel) in connection with such volunteer services, it could be considered an in-kind contribution either by the individual or the Firm, requiring pre-approval or subject to a ban as described above.

  

2.  Access Persons who solicit or coordinate contributions (such as serving on a candidate’s campaign finance committee) must obtain pre-approval as described above in this Code.

  

3.  No Access Person may undertake any political activity (i) using the Firm’s name, (ii) during working hours, (iii) on any of the Firm’s premises and/or (iv) with the use of any Firm’s equipment, property, funds or personnel without obtaining pre-approval.

 

Page 20 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

16. Outside Business Interests

  

Outside business interests by Access Persons can raise potential conflicts of interest. Each written request for approval of an outside business interest must be pre-approved by a Director and Compliance before an Access Person may begin participation in such activity. The Firm generally discourages outside business interests. Please discuss any such affiliations with your Line Manager or a Director and Compliance.

  

All outside business interests (e.g. employment or receipt of compensation from any other entity; serving as an officer, director, partner, etc. in any other entity; consulting engagements; public/charitable positions; public speaking or writing activities) of any kind, or membership in investment organizations (e.g. an investment club; or ownership interest in any non-publicly traded company or other private investments) must be pre-approved by both a Director and Compliance.

  

Access Persons who engage in outside business interests are not acting in their capacity as Access Persons of the Firm, and may not use the Firm’s name.

  

Access Persons may not seek additional employment outside of the Firm without prior approval from a Director and Compliance.

  

All new Access Persons are required to disclose all outside business interests to your Line Manager and Compliance upon commencement of employment responsibilities.

  

Participation in an outside business interest requires prompt notification to your Line Manager or a Director and Compliance at any time an approved outside business interest undergoes a change, such as:

  

•  Increased time commitment required by the activity;

  

•  Greater percentage of total income derived from the activity;

  

•  Change in ownership interest; or

  

•  Change in the status or title regarding the activity (including termination of activity).

17. Authorized Signatories

  

Only Directors of the Firm or those individuals listed in any Firm Authorized Signatory List are able to execute documents on behalf of the Firm. The Directors can execute any document on behalf of the Firm, however, only those listed in the Firm’s Authorized Signatory Lists can sign documents in accordance with the signing authority detailed within the relevant Authorized Signatory List.

 

Page 21 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

  

All current Firm Authorized Signatory Lists are made available to all staff via the intranet and all those individuals who have been granted authority to execute documents on behalf of the Firm should familiarise themselves with their levels of signing authority and if in doubt, refer to the Authorized Signatory Lists, their Line Manager or Compliance.

  

Any changes to the Firm’s Authorized Signatory Lists will be presented to the Senior Management Group for consideration and if agreed, will then be presented to the Risk & Compliance Committee for formal approval.

18. Use of Wet and Electronic Signatures   

Wet Signatures

  

Wet signatures (physically signed in ink) must be used for the execution of any document with an external party.

  

Electronic Signatures

  

Electronic signatures can only be used for signing internal documents and cannot in any circumstance be used for the execution of a document with an external party.

19. Recordkeeping   

The Firm will maintain the following records in a readily accessible place pertaining to this Code:

  

•  A copy of each Code that has been in effect at any time during the past five years;

  

•  A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

  

•  A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an Access Person (these records must be kept for five years after the individual ceases to be an Access Person of the Firm);

  

•  Holdings and transactions reports made pursuant to the Code;

  

•  A list of the names of persons who are currently, or within the past five years were, Access Persons;

  

•  A record of persons responsible for reviewing Access Persons’ reports currently or during the last five years; and

  

•  A copy of reports provided to the Board of Directors/trustees of any US registered investment company for which CLIM acts as adviser or sub-adviser regarding the Code.

 

Page 22 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

20. Sanctions   

Any violations of the Code, including any reports submitted after the deadline, will require a Breach & Error Reporting Form to be completed by the individual and will be recorded on the Firm’s Breach and Error log and included in the quarterly information presented to the Firm’s Boards.

  

In addition, violations of the Code may result in disciplinary action that Compliance (or other Firm Access Person responsible for its administration) deems appropriate, including, but not limited to, a verbal warning, written warning, additional training, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

21. Detection and Reporting of Code Violations   

Compliance will:

  

•  Review and compare the Quarterly Code of Ethics Reports and duplicate statements/confirms submitted by Access Persons and Preclearance forms. The review will be performed on a quarterly basis. If Compliance determines that a violation occurred, it will discuss the violation with the Access Person and give the Access Person an opportunity to supply explanatory material;

  

•  At each meeting of the Risk & Compliance Committee, Compliance will provide a report showing all Personal Transactions in Covered Securities since the previous report;

  

•  Present to the Risk & Compliance Committee meeting, following receipt and review of Access Person Quarterly Code of Ethics Reports, any violations of the Code of Ethics and proposed sanctions;

  

•  Prepare an Annual Report to the Board of Trustees or Directors of any US registered investment company managed by the Firm that: (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that the Firm has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code; and

  

•  As necessary, prepare a written report to the Firm’s Boards outlining any violations of the Code together with recommendations for the appropriate penalties.

  

In addition, Compliance will respond to regular and ad hoc client and consultant requests for information on material changes to and material violations of the Code.

 

Page 23 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

  

The Firm requires Access Persons to promptly report “apparent” or “suspected” violations of the Code in addition to actual or known violations of the Code to Compliance. An Access Person who in good faith reports illegal or unethical behavior will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of the Code and any concern about retaliation should be reported immediately. Any person found to have retaliated against an Access Person for reporting violations will be subject to appropriate disciplinary action. Please also refer to the Firm’s current Whistleblowing Policy on the Intranet.

22. Policy Owner

  

The policy owner for this policy is the Head of Compliance.

23. Version Control

  

 

Version

  

Date

  

Author

  

Section

  

Detail

V3

  

Feb-2017

  

Compliance

  

All

  

Put into the new policy format – added in following mandatory sections:

 

1. Scope, 2. Table of Contents, 3. Statement of Policy 4. Responsibilities, 5. Background, 18. Policy Owner & 19.Version Control table.

 

Changed references from “CLIM” to “the Firm” where appropriate

V3

  

Feb-2017

  

Compliance

  

12

  

PA Dealing:

 

Clarified the Access Person definition and reduced the consultant period from 90 days to 30 days

 

Defining other terms used throughout Removing government/municipal bonds from the definition of “Covered Security”

 

Clarifying how long pre-clearance approval is valid

Adding MAS/Singapore specific clauses, where necessary.

 

Reorganized for ease of understanding and other non-material changes.

V3

  

Feb-2017

  

Compliance

  

13

  

Gifts & Corporate Hospitality – Gift value thresholds now apply to all staff, no differentiation between marketing / non-marketing personnel. Lower thresholds apply across the board. Requirement for all gifts received to be reported to Compliance, not just those over the lowest threshold.

 

Page 24 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.


  

City of London Investment Group plc

   Code of Ethics
   February 2019

 

  

 

 

Version

  

Date

  

Author

  

Section

  

Detail

V3

  

Feb-2017

  

Compliance

  

16

  

Added new section on Authorized Signatories

V3

  

Feb-2017

  

Compliance

  

17

  

Added new section on Use of Wet and Electronic Signatures

V3

  

Feb-2017

  

Compliance

  

19

  

Sanctions – added in language around the need to complete E&O forms for any violations

V3

  

Feb-2017

  

Compliance

  

20

  

New section called Detection and Reporting of Code Violations

Final

  

Mar-2017

  

Compliance

  

All

  

Approved by RCC on 3 March 2017

V4

  

Oct-2017

  

Compliance

  

12

  

PA Dealing: Added exclusion of ETFs greater than $100 million market capitalization from the definition of Covered Security, thereby allowing purchase and sales without pre-approval.

 

Changed the short-term trading period from 6 months to 30 days.

V4

  

Oct-2017

  

Compliance

  

All

  

Approved by RCC on 12 October 2017

V5

  

Feb-2018

  

Compliance

  

13

  

Added clarification that for amounts under 50, Gift & Hospitality notifications can be made via email

V5

  

Feb-2018

  

Compliance

  

All

  

Other non-material changes

V6

  

June-2018

  

Compliance

  

All

  

Created a section for Definitions as Section 5 and moved others down as necessary. Replaced references to employee with Access Person since this became a defined term in Section 5 and could be used throughout. Other non-material formatting changes were made.

V7

  

February 14, 2019

  

Compliance

  

PA Dealing

  

Addition of real estate investment trusts to definition of prohibited security

 

Page 25 of 25

 

    

  

The content of this Code is proprietary and confidential and should not be reproduced or distributed without the prior written consent of the Firm.